Common use of Term Loan Clause in Contracts

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (ai) Subject to and upon the terms and conditions of this Agreement, the Lenders agree to make, severally and not jointly, according to each Lender’s Term Loan Commitment Amount, one or more term loans to Borrower in an aggregate principal amount not to exceed $10,000,000 (each a “Term Loan” and, collectively, the “Term Loans”). Each Term Loan shall be in a minimum amount of $250,000. Borrower may request Term Loans at any time from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes, and for capital equipment purchases, to pay Lender Expenses and to pay the fees under this Agreement. (ii) Interest shall accrue from the date of each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share at the rate specified in Section 2.2(a) and, through the Interest-Only End Date, shall be payable monthly in arrears beginning on the first day of the month next following such Term Loan to the Borrower Loan, and continuing on the Closing Datesame day of each month thereafter. Any Term Loans that are outstanding on the Interest-Only End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on the first day of the month immediately following the Interest-Only End Date and from continuing on the Closing Date to same day of each month thereafter through the Term Loan Maturity Date, convert and continue Segments from at which time to time all amounts due in accordance connection with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest Loans and the Term Loan any other amounts due under this Agreement shall be repayable as herein providedimmediately due and payable. No amount of the Term Loan repaid or prepaid by the Loans, once repaid, may not be reborrowed. Borrower may be reborrowed hereunder, and no subsequent advance under the prepay any Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallLoan, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery payment of the proceeds thereof as Prepayment Fee. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Agent (which notice shall be directed irrevocable) by the Responsible Officer of the Borrower and reasonably acceptable facsimile transmission to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not received no later than three 3:30 p.m. Eastern time at least five Business Days prior to the date that on which the Term Loan is then anticipated to be made. Such notice shall be substantially in the Closing Dateform of Exhibit C and signed by an Authorized Officer. Promptly upon receiving such notice, Agent shall notify each Lender of the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrowercontents of such notice and each Lender’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions Pro Rata Share of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (a) Subject to On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateDate in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from the maintained as, or Converted into, Closing Date to Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Loan Maturity Date, convert and continue Segments from time to time Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Segment Lender will be made by such Lender in the aggregate amount of the its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (ai) Subject to and upon the terms and conditions of this Agreement, each Term Loan Lender severally Bank agrees to make an advance one (1) term loan to Borrower in the aggregate principal amount of its Pro Rata Ten Million Dollars ($10,000,000) (the “Term Share Loan”). The proceeds of the Term Loan to shall be used for general corporate purposes. (ii) Interest shall accrue from the Borrower date of the Term Loan at the rate specified in Section 2.3(a), and through the Interest-Only End Date shall be payable monthly in arrears beginning on the Closing 21st day of the month next following the Term Loan, and continuing on the same day of each month thereafter. Any portion of the Term Loan that is outstanding on the Interest-Only End Date shall be payable in 30 equal monthly installments of principal, plus all accrued but unpaid interest, beginning on the date that is one month immediately following the Interest-Only End Date, and from continuing on the Closing Date to same day of each month thereafter through the Term Loan Maturity Date, convert and continue Segments from at which time to time all outstanding amounts due in accordance connection with the terms hereofTerm Loan and any other outstanding amounts due under this Agreement shall be immediately due and payable. The principal amount of each Segment Term Loan, once repaid, may not be reborrowed. Borrower may prepay all or any portion of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid without penalty or prepaid by the premium. (iii) Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of hereby requests that Bank make the Term Loan on the Closing DateDate or as soon as practicable thereafter. Segments of the Term Loan may To further document this request, Borrower shall notify Bank (which notice shall be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (birrevocable) Not by email to be received no later than 1:00 P.M. New York time, 3:30 p.m. Eastern time on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of on which the Term Loan is advanced to be made. Such notice shall be given by a Loan Advance Request Form in substantially the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Borrower shall indemnify and hold Bank harmless for any damages, loss, costs, and expenses suffered by Bank as a Eurodollar Rate Segment, the Administrative Agent shall make result of such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereliance.

Term Loan. (a) Subject The Borrower may, upon notice from the Borrower to the terms and conditions of this AgreementAdministrative Agent, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments at any time or from time to time voluntarily prepay the Term Loan in accordance whole or in part together with the terms hereof. The applicable Prepayment Premium; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in a principal amount of each Segment $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loan outstanding hereunder from time to time entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall bear interest be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of the Term Loan shall be repayable as herein providedapplied in the inverse order of maturity with respect to the remaining amortization payments. No Each such notice shall specify the date and amount of such prepayment and the Term Loan repaid or prepaid by the Borrower may Type(s) of Loans to be reborrowed hereunderprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. On the date of any voluntary prepayment of any Term Loan available by wire transfer pursuant to this Section 2.05(a)(ii), the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, whether before or after an Event of Default, the applicable Prepayment Premium. Such wire transfer Subject to Section 2.15, each such prepayment shall be directed applied to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery Loans of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Lenders in accordance with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticetheir respective Applicable Percentages.

Term Loan. (a) Subject Lender is making a Term Loan to Borrowers in the terms original principal amount of $2,550,000. The Term Loan is (i) evidenced by a Term Promissory Note, substantially in the form of Exhibit C attached hereto, in such original principal amount (the "Term Promissory Note") duly executed and conditions of delivered by Borrowers to Lender concurrently herewith; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement, each the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share Promissory Note, and the other Financing Agreements and (a) secured by all of the Term Loan to the Borrower on the Closing DateCollateral; provided, and from the Closing Date to the Term Loan Maturity Datehowever, convert and continue Segments from time to time in accordance with the terms hereof. The principal no amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinmade available to IBI. (b) Not later than 1:00 P.M. New York timeLender shall on at least thirty (30) days prior written request (the "Release Request") from Borrowers and at Borrowers' expense, on release Lender's security interest in the Closing Date, each Term Loan Lender shall, pursuant to Equipment upon the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share payment in full of the Term Loan available by wire transfer and satisfaction of all of the following terms and conditions: (i) Borrowers, on a consolidated basis, shall have net income (exclusive of extraordinary gains and losses) in an aggregate amount of not less than $2,000,000 for the fiscal year of Borrowers immediately preceding the date of the Release Request as shown on the financial statements of Borrowers furnished to Lender pursuant to Section 9.6(a)(ii) hereof and there shall not have been any material adverse change since the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent date of such statement; (ii) Excess Availability at the Administrative Agent’s Office date of the Release Request and at the time of the final release agreement shall be in the form an amount of same day funds in Dollars. The amount so not less than $5,000,000; (iii) Borrowers shall have received by the Administrative Agent shall, subject a bonafide written offer from a third party financial institution with respect to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available such Equipment to the Borrower by delivery provide secured refinancing of the proceeds thereof as Equipment; (iv) No Event of Default or any Event which with notice or lapse of time, will constitute an Event of Default shall have occurred and be directed by continuing at the Responsible Officer Release Date; and (v) Borrowers shall provide a certificate from an officer of each Borrower representing that all the Borrower and reasonably acceptable foregoing conditions are satisfied on the Release Date; (vi) Notwithstanding that Borrowers have satisfied the foregoing conditions, Lender shall have the right (but not the obligation) to the Administrative Agent. The initial Borrowing exercise a right of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make first refusal to finance such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Equipment in accordance with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 2.7 hereof as if such Equipment were "Option Equipment" thereunder. The Release Request shall apply to any failure by be treated as the Borrower to borrow on Option Notice for purposes of applying the date set forth in such Term Loan Interest Rate Selection notice any or all provisions of the amounts specified in such Term Loan Interest Rate Selection NoticeSection 2.7 hereof.

Term Loan. (a) Subject Prior to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this the Commitment Letter and the Escrow Agreement, including without limitation each Lender shall have funded the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Initial Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the in an amount equal to its Initial Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days Commitment (net of certain fees and expenses payable prior to the date that is then anticipated Closing Date pursuant to be the Closing DateFee Letter) to the Escrow Account. Upon satisfaction of the conditions precedent specified in Section 3.1, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoInitial Lenders, shall, together with the Borrower’s written acknowledgement , deliver a Joint Release Instruction (as defined in form and substance satisfactory the Escrow Agreement) to the Administrative Escrow Agent that under the provisions of Section 4.05 hereof shall apply Escrow Agreement directing the Escrow Agent to any failure by make the full amount on deposit in the Escrow Account available to the Borrower to borrow on the date set forth Closing Date for disbursement (net of certain fees and expenses payable pursuant to the Commitment Letter) in such accordance with the Funds Flow Memorandum, which shall constitute the making of the Initial Term Loan Interest Rate Selection notice any or all to the Borrower for purposes hereof. (b) Upon satisfaction and/or waiver of the amounts conditions precedent specified in such Section 4 of Amendment Number One, on the First Amendment Effective Date, each Lender shall fund the Additional Term Loan Interest Rate Selection Noticein an amount equal to its Additional Term Loan Commitment (net of certain fees and expenses payable prior to the First Amendment Effective Date pursuant to the Amendment Number One Fee Letter) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the Additional Term Loan to the Borrower for purposes hereof. (c) Upon satisfaction and/or waiver of the conditions precedent specified in Section 3 of Amendment Number Five, on the Fifth Amendment Effective Date, each Lender shall fund the 2023 Term Loan in an amount equal to its 2023 Term Loan Commitment (net of certain fees and expenses payable prior to the Fifth Amendment Effective Date pursuant to the Amendment Number Five) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the 2023 Term Loan to the Borrower for purposes hereof. (d) After the Sixth Amendment Effective Date and upon satisfaction and/or waiver of the conditions precedent specified in Section 5 of Amendment Number Six on the 2024 Borrowing Date, each Lender shall fund the 2024 Term Loan in an amount equal to its 2024 Term Loan Commitment (net of the June 28 Payment and certain fees and expenses payable prior to the Sixth Amendment Effective Date pursuant to the Amendment Number Six) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the 2024 Term Loan to the Borrower for purposes hereof.

Term Loan. (a) Subject to the terms and conditions of this Agreement, the Lenders agree to make a loan in an aggregate principal amount not to exceed $10,500,000 to the Borrower (the “Initial Term Loan”) on the Closing Date in an amount, as to each Lender, equal to such Xxxxxx’s Commitment with respect to the Initial Term Loan Lender severally agrees Loan. (b) Subject to the satisfaction or waiver by the Agent of each of the Incremental Closing Conditions, the Lenders agree to make an advance additional loan in one (1) drawing in an aggregate principal amount not to exceed $2,000,000 to the Borrower (the “Incremental Term Loan”) on the Incremental Closing Date in an amount, as to each Lender, equal to such Xxxxxx’s Commitment with respect to the Incremental Term Loan. (c) Subject to the satisfaction or waiver by the Agent of its Pro Rata each of the Delayed Draw Closing Conditions, the Lenders agree to make an additional loan in one (1) drawing in an aggregate principal amount not to exceed $2,500,000 to the Borrower (the “Delayed Draw Term Share Loan” and, with the Initial Term Loan and the Incremental Term Loan, the “Term Loan”) on the Delayed Draw Closing Date in an amount, as to each Lender, equal to such Xxxxxx’s Commitment with respect to the Delayed Draw Term Loan. (d) Amounts repaid or prepaid in respect of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofof this Agreement may not be reborrowed. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments proceeds of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at used by the Borrower’s electionBorrower (i) with respect to the Initial Term Loan, as provided herein. (bA) Not later than 1:00 P.M. New York timeto fund the Transactions, on (B) for general corporate purposes and (C) to pay fees and expenses incurred in connection with the Closing DateTransactions, each and (ii) with respect to the Incremental Term Loan Lender shalland the Delayed Draw Term Loan, for general corporate purposes (including the repayment in full of the Channel Partners Debt, Permitted Acquisitions and other investments permitted pursuant to the terms and subject to the conditions of this Agreement). In no event may the proceeds of any Term Loan be used to purchase or to carry, make the amount of its Pro Rata Term Share or to reduce, retire or refinance any Debt incurred to purchase or carry, any margin stock, as defined by Regulation U of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form Board of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery Governors of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate SegmentFederal Reserve System, or both; provided for any related purpose that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that violates the provisions of Section 4.05 hereof Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Term Loan and interest accruing thereon shall apply to any failure be evidenced by the Borrower to borrow on records of Agent (including the date set forth in such Term Loan Interest Rate Selection notice any or all of Account) and by the amounts specified in such Term Loan Interest Rate Selection NoticeNote(s).

Term Loan. On the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) Subject the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of this Agreementpricing, each repayments and maturity), the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Borrower Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Closing Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and from (ii) the Closing Date to date of the acceleration of the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The All principal amount of each Segment of, interest on, and other amounts payable in respect of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinconstitute Obligations. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share Section 2.4(c)(ii) of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Credit Agreement is amended and shall be restated in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof its entirety as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.follows:

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may if the Administrative Borrower elects to so capitalize such interest, which election, in the case of each of the foregoing clauses (ii) through (v), (A) shall be automatically deemed made on the Effective Date for each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Borrower not less than 5 Business Days prior to (1) if a Eurodollar SOFR Loan, the commencement of the relevant Interest Period or (2) if a Reference Rate SegmentLoan, the last Business Day of each Fiscal Quarter of the Parent and its Subsidiaries. Any interest to be so capitalized pursuant to this clause (b) shall be capitalized on (x) if a Base Rate SegmentSOFR Loan, the last day of the applicable Interest Period with respect thereto, or both; provided that (y) if a Reference Rate Loan, the Borrower desires that any portion last Business Day of each Fiscal Quarter of the initial Borrowing Parent and its Subsidiaries and, in each case, added to the then outstanding principal amount of the Term Loan is advanced and, thereafter, shall bear interest as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing provided hereunder as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all if it had originally been part of the amounts specified in such outstanding principal of the Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each the Lender hereby agrees to extend to the Borrower a Term Loan repayable in the principal amount of $6,500,000. Notwithstanding such stated principal amount and the stated principal amount of the Term Note, the Lender severally agrees shall only be required to make an advance fund to the Borrower the principal sum of its Pro Rata $5,000,000 in respect of the Term Share Loan, and the $1,500,000 difference shall be treated as original issue discount. The $5,000,000 fundable amount of the Term Loan to the Borrower shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed (b) The Term Loan shall be repayable in installments, convert and continue Segments in accordance with the schedules of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan in full simultaneously with the consummation of any Sale or any termination of the Revolving Credit Commitment. (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount of each Segment Such interest shall be payable in accordance with the Term Note, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No evidenced by a secured Convertible Term Note of the Borrower payable to the Lender or registered assigns. (e) In the event and to the extent that the Borrower shall receive payment (other than by offset) in respect of any indemnification claim under the Acquisition Agreement, (i) the Borrower shall immediately give written notice to the Lender upon receipt of such indemnification payment, stating the date and amount of such payment, and (ii) the Borrower shall, upon demand by the Lender, make a prepayment on the Term Note in an amount equal to the net after-tax amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so indemnification payment received by the Administrative Agent shall, subject to the terms and conditions Borrower. Any prepayment under this Section 2.02(e) shall not require payment of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeprepayment premium.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallSenior Bank agrees, subject to the terms and conditions hereinafter set forth, to make two term loans to Borrower (the "Senior Term Loans") on the date of this Agreement in the amount of $4,000,000 ("Senior Note I") and in the amount of $1,000,000 ("Senior Note II") (collectively, the "Senior Term Notes"). Borrower's obligation to pay the Senior Term Loans will be evidenced by promissory notes in substantially the form of Exhibit 2.1 (a) attached hereto. The Senior Term Notes will be dated as of the date of this Agreement. Senior Note I and Senior Note II will be secured by collateral as set forth in the security documents as further described in Section 2.5 hereof. The Senior Term Notes shall have priority of payment over the Junior Term Note (as defined below) and the Shareholder Loan (as defined below). (Collectively, including without limitation the satisfaction Senior Term Notes and the Junior Term Note are the "Term Notes".) (b) Junior Bank agrees, subject to the terms and conditions hereinafter set forth, to make a term loan (the "Junior Term Loan") to Borrower on the date of all applicable conditions this Agreement in Sections 5.01 the amount of $3,000,000.00. (Collectively, the Senior Term Loans and 5.02the Junior Term Loan are the "Term Loans".) Borrower's obligation to pay the Junior Term Loan will be evidenced by its promissory note (the "Junior Term Note") in substantially the form of Exhibit 2.1(b) attached hereto. The Junior Term Note will be dated the date of this Agreement. The Junior Term Note shall be subordinate in payment to the Senior Term Notes. (c) Principal payments on the Senior Term Notes shall be due and payable in equal monthly installments in immediately available funds at the principal office of the Senior Bank in the last day of each month in arrears, beginning on February 28, 2002 with a final payment of principal due on April 30, 2006. Interest will accrue on the principal amount of Senior Note I at the Prime Rate plus 125 basis points and on Senior Note II at the Prime Rate plus 175 basis points, unless increased or decreased pursuant to the terms thereof. Interest payments will be made in immediately available funds at the principal office of the Senior Bank in the last day of each month in arrears, beginning the first calendar month subsequent to the Borrower by delivery calendar month in which this Agreement is executed and continuing during the term hereof. The entire principal amount of the proceeds thereof as shall Senior Term Notes, plus all accrued and unpaid interest and any other charges, advances, or fees required to be directed by paid hereunder, will be due and payable on April 30, 2006. (d) Interest will accrue on the Responsible Officer principal amount of the Borrower and reasonably acceptable Junior Term Note at the rate of 21% per annum. Interest payments will be made in immediately available funds at the principal office of the Junior Bank on the last day of each month in arrears, beginning on the last day of the calendar month subsequent to the Administrative Agentcalendar month in which this Agreement is executed and continuing during the term hereof. The initial Borrowing entire principal amount of the Junior Term Note, plus all accrued and unpaid interest and any other charges, advances or fees required to be paid hereunder, will be due and payable on October 30, 2003. (e) The proceeds of the Term Loan may Loans will be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if used for the Borrower desires that any portion acquisition of the initial Borrowing stock of the Term Loan is advanced as a Eurodollar Rate SegmentFrontier Adjusters of America, Inc. ("Frontier") to be purchased pursuant to that certain Stock Purchase Agreement dated April 30th, 2001 by and among Borrower and United Financial Adjusting Company, Inc. (such stock, the Administrative Agent shall make "Frontier Stock") (such Borrowing as a Eurodollar Rate Segment only ifagreement, not later than three Business Days prior the "Stock Purchase Agreement"). (f) The indebtedness evidenced by the Junior Term Note is expressly subordinated and is junior, to the date that is then anticipated to be extent and in the Closing Datemanner set forth therein, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory right of payment to the Administrative Agent that prior payment in full of all the provisions "Senior Indebtedness." As used herein, "Senior Indebtedness" means all obligations of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Fifth Third Bancorp and any Bank Affiliate, (and their successors and assigns and any successor senior lender to Senior Bank), including but not limited to obligations in favor of Fifth Third Bank (Northeastern Ohio) represented by those certain Senior Term Notes executed on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeeven date.

Term Loan. (ai) Subject to and upon the terms and conditions of this Agreement, each Term Loan Lender severally Bank agrees to make one (1) or more term loans to Borrower in an advance aggregate principal amount not to exceed the Term Loan Commitment (each a “Term Loan” and collectively the “Term Loans”). Borrower may request Term Loans at any time from the date hereof through the Availability End Date. The proceeds of its Pro Rata the Term Share Loans shall be used for general working capital purposes. (1) Up to Five Million Dollars ($5,000,000) of the Term Loan Commitment (“Tranche A”) shall be available through the Availability End Date, provided Borrower achieves the Tranche A Availability Requirement. Funds will be 1. available under Tranche A as soon as Borrower delivers to Bank evidence reasonably satisfactory to Bank that Borrower has achieved the Tranche A Availability Requirement. (2) The remaining Five Million Dollars ($5,000,000) of the Term Loan Commitment (“Tranche B”) shall be available through the Availability End Date, provided Borrower achieves the Tranche B Availability Requirement. Funds will be available under Tranche B as soon as Borrower delivers to Bank evidence reasonably satisfactory to Bank that Borrower has achieved the Tranche B Availability Requirement. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and, prior to the Borrower Availability End Date, shall be payable monthly beginning on the Closing 6th day of the month next following each such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest (provided however, that if Borrower achieves the Tranche B Availability Requirement, the Term Loans shall instead be payable in 24 equal monthly installments of principal, plus all accrued interest), beginning on the 6th day of the month immediately after the Availability End Date, and from continuing on the Closing Date to same day of each month thereafter through the Term Loan Maturity Date, convert and continue Segments from at which time to time all amounts due in accordance connection with the terms hereofTerm Loans and any other amounts due under this Agreement shall be immediately due and payable. The principal amount of each Segment of Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan outstanding hereunder from time is to time shall bear interest and the Term Loan be made. Such notice shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be substantially in the form of same day funds in Dollars. Exhibit C. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as notice shall be directed signed by the Responsible an Authorized Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeits designee.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest Agreement and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York timeInterim Bankruptcy Court Order, on the Closing Date, each Lender with a Term Loan Lender shallCommitment agrees (severally, pursuant not jointly or jointly and severally) to make term loans (collectively, the terms and subject "Closing Date Term Loan") to the conditions of this Agreement, make the Borrower in an amount of its equal to such Lender's Pro Rata Term Share of the Term Loan available by wire transfer to Amount on the Administrative AgentClosing Date less the amount of the Term Loan Holdback. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallIn addition, subject to the terms and conditions of this AgreementAgreement and the Final Bankruptcy Court Order, including without limitation on the satisfaction Revolver Facility Effective Date, each Lender with a Term Loan Commitment agrees (severally and not jointly and severally) to make term loans (collectively, the "Additional Term Loan" and together with the Closing Date Term Loan, the "Term Loan") to Borrower in an amount equal to such Lender's Pro Rata Share of all applicable conditions the Term Loan Amount on the Revolver Facility Effective Date less the sum of (i) amount of the Closing Date Term Loan made on the Closing Date and (ii) the amount of the Term Loan Holdback in Sections 5.01 and 5.02, effect on the Revolver Facility Effective Date. (b) A portion of the Term Loan Amount equal to $8,000,000 (the "Term Loan Holdback") shall not be made available to the Borrower until the Agent is satisfied, in its Permitted Discretion, that either the mechanics or contractors Liens set forth on Schedule P-1 to this Agreement are released or the obligations secured by delivery of such mechanics or contractors Liens have been satisfied. If the proceeds thereof as Agent determines in its Permitted Discretion that any such mechanics or contractors Liens are released or any obligations secured by such mechanics or contractors Liens are satisfied, the Agent shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing release a portion of the Term Loan may be Holdback in the amount corresponding on Schedule P-1 to the Liens released or the obligations satisfied. Upon any such release, each Lender with a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if Term Loan Commitment agrees (severally and not jointly and severally) to make an additional term loan to the Borrower desires that any portion of in an amount corresponding to the initial Borrowing amount of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure Holdback released by the Borrower to borrow Agent, provided that (i) the conditions contained in Section 3.4 are satisfied on the date set forth of any such additional term loan and (ii) such additional term loans made in such connection with a release of a portion of the Term Loan Interest Rate Selection notice Holdback shall not be made more frequently than once each week and shall not be for an amount of less than $1,000,000 unless the Term Loan Holdback then in effect is less than $1,000,000. The additional term loans made pursuant to this Section 2.2(b) in connection with any or all release of a portion of the amounts specified in such Term Loan Interest Rate Selection NoticeHoldback shall constitute a part of the Term Loan for all purposes of this Agreement. (c) The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan shall be due and payable on the Maturity Date, whether by the terms of this Agreement, by prepayment, or by acceleration. All amounts outstanding under the Term Loan shall constitute Obligations.

Term Loan. (a) Subject to all ofOn the Effective Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of hereof, each Term Lender hereby agreesset forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateEffective Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from maintained as, or converted into, Term Loans that are Base Rate Loans, SOFR Loans or CDOR Loans, in each case denominated in Dollars or in an Alternative Currency on the Closing Effective Date to in an, as applicable, provided that all Term Loans made as part of the same Term Loan Maturity Date, convert and continue Segments from time to time Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.09(b); and (v) shall not exceed (A) for any Lender at the terms time of incurrence thereof the aggregate principal amount equal toof such Term Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loan may not be reborrowed under any circumstances, and, uponLoans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.02 hereof. The principal amount of each Segment of Upon the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance making of the Term Loan on the Closing Date. Segments of date hereof, the Term Loan may Commitments will expire and will no longer be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant available to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received advanced by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLenders.

Term Loan. (a) Subject to the terms Each Term Lender, severally and conditions of this Agreementnot jointly, each Term Loan Lender severally agrees to make an advance of its Pro Rata a term loan (collectively, the "Term Share of the Term Loan Loan") to the Borrower on the Closing Effective Date, and from in the Closing Date to the aggregate principal amount of such Term Lender's Term Loan Maturity DateCommitment, convert and continue Segments from time to time which shall be repayable in accordance with the terms hereofof this Agreement and the Term Notes and shall be secured by all of the Collateral. The principal aggregate amount of each Segment of the Term Loan outstanding hereunder from time Commitments is $25,000,000. The proceeds of the Term Loan, less the amount of the Term Loan Closing Fee paid on the Effective Date pursuant to time Section 2.3, shall bear interest be funded directly into a cash Collateral account at Bank, which shall be pledged to Agent as security for the Obligations (the "Term Loan Cash Collateral"). Upon the satisfaction in full of the Conditions to Release on or prior to the 30th day after the Filing Date, unless extended by all Lenders, the Term Loan Cash Collateral shall be released to Agent for application against the Revolving Credit Loans (but such application shall not reduce the Revolving Loan Commitments). The proceeds of the Term Loan, once so paid to Agent , shall be used for the purposes and subject to the limitations set forth for Revolving Credit Loans in subsection 1.1.3; notwithstanding the foregoing, no portion of the proceeds of the Term Loan shall be repayable as herein used to repay Prepetition Obligations. If the Conditions to Release have not been satisfied in full on or prior to the 30th day after the Filing Date, unless extended by all Lenders, the Term Loan Cash Collateral shall be promptly paid to the Term Lenders for application first, to all accrued and unpaid interest on the Term Loan and then to prepay the principal balance of the Term Loan. Concurrently with any such repayment, Borrower shall be required to pay to the Term Lenders all remaining outstanding principal of, and all accrued interest on, the Term Loan, and all other amounts then due and owing to the Term Lenders; provided. No amount , however, that without the consent of Agent and the Revolving Lenders, no such amounts shall be paid out of any source other than proceeds of the Term Loan repaid or prepaid by Primary Collateral. Notwithstanding the Borrower may be reborrowed hereunderforegoing, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance Commitment of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Lenders shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that expire immediately if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three made within 2 Business Days prior to after the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all entry of the amounts specified Interim Financing Order and in such Term Loan Interest Rate Selection Noticeany event, on or before May 23, 2003.

Term Loan. (a) Subject Subjectct to the terms and conditions of this Agreement and the Share Purchase Agreement, and in reliance on the representations and warranties of Borrower set forth herein and in the Other Documents and the representations and warranties of each Term Loan Lender set forth in the Share Purchase Agreement, each Term Loan Lender Lender, severally agrees and not jointly, shall be deemed to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Borrower a Term Loan Maturity Datein the sum equal to such Term Loan Lender’s Term Loan Commitment Percentage of $57,150,000 in exchange for such Term Loan Lender’s Preferred Shares and Warrants, convert which (i) Preferred Shares shall be deemed to have been repurchased by Borrower and continue Segments from time no longer outstanding upon the deemed advance of such Term Loan and (ii) Warrants shall deemed to time be cancelled and of no further force and effect upon the deemed advance of such Term Loan. Each Term Loan Lender shall deliver or cause to be delivered to Borrower not later than 14 calendar days after the Closing Date (a) the original certificate(s) for its Preferred Shares, duly endorsed for transfer or accompanied by stock powers duly executed in accordance with the terms hereofblank, and (b) its original Warrant(s), or affidavits of Lost Certificate and Warrants in form reasonably acceptable to Borrower. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan deemed advanced on the Closing Date. Segments Date and shall be, with respect to principal, interest and any other amount due thereunder, payable on the last day of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s electionTerm, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to acceleration upon the conditions occurrence of an Event of Default under this Agreement or termination of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of set forth in this Agreement, each Lender having a Term Loan Lender Commitment severally and not jointly agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower a single term loan on the Closing Date, and from in Dollars, to Group in an amount equal to such Lender's Term Loan Commitment (each such term loan a "Term Loan"). The Term Loan of each Lender shall be made by each Lender on the Closing Date simultaneously and ratably in accordance with their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Term Loan hereunder, nor shall the Term Loan Maturity Commitment of any Lender be increased or decreased as a result of any such failure. Any unutilized Term Loan Commitment shall expire simultaneously with the making of the Term Loans on the Closing Date. (b) On the Closing Date, convert Group shall deliver a Borrowing Notice to the Agent. Such Borrowing Notice shall also specify (i) the aggregate amount of the Term Loans and continue Segments from time (ii) instructions for the disbursement of the proceeds of the Term Loans. Subject to time the Agent receiving the appropriate Borrowing Notice as required pursuant to Section 2.10, the Term Loans shall initially be Floating Rate Loans or Eurodollar Loans, and thereafter may be continued as Floating Rate Loans or converted in whole or in part into or continued as Eurodollar Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Any Borrowing Notice given pursuant to this Section 2.1(b) shall be irrevocable. (c) Promptly after the Agent receives the Borrowing Notice under Section 2.1(b) in respect of the Term Loans, the Agent shall notify each Lender of the proposed Term Loan by telex, telecopy, or other similar form of transmission. Each Lender shall deposit an amount equal to its Pro Rata Share of the Term Loans with the Agent at its office in Chicago, Illinois, in immediately available funds, on the Closing Date specified in the Borrowing Notice. Subject to the fulfillment of the conditions precedent set forth in Article IV, the Agent shall make the proceeds of such amounts received by it available to Group at the Agent's office in Chicago, Illinois on such Closing Date and shall disburse such proceeds in accordance with the terms hereofGroup's disbursement instructions set forth in such Borrowing Notice. Any Lender's failure to deposit the amount described above with the Agent on the Closing Date shall not relieve any other Lender of its obligation to make its Term Loans on the Closing Date. (i) The Term Loans shall be repaid in semi-annual installments commencing on December 31, 1997 and continuing thereafter until the Term Loan Termination Date. The principal installments shall be in the aggregate amounts set forth below on the dates set forth below: Installment Date Installment Amount ---------------- ------------------------ 12/31/97 $10,000,000 06/30/98 $ 7,500,000 12/31/98 $ 7,500,000 06/30/99 $ 7,500,000 12/31/99 $ 7,500,000 06/30/00 $12,500,000 12/31/00 $12,500,000 06/30/01 $12,500,000 12/31/01 $12,500,000 06/30/02 $15,000,000 12/31/02 $15,000,000 06/30/03 $15,000,000 Term Loan Termination Date $15,000,000 (ii) Notwithstanding the foregoing clause (i), the final installments shall be in the amount of each Segment the then outstanding principal balance of the Term Loan Loan. In addition, the then outstanding hereunder from time to time shall bear interest and principal balance of the Term Loan shall be repayable as herein provided. No amount of due and payable on the Term Loan repaid or prepaid by the Borrower may Termination Date. No installment of any Term Loan shall be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinonce repaid. (biii) Not later than 1:00 P.M. New York time, In addition to the scheduled payment on the Closing DateTerm Loan, each Group may make the voluntary prepayments described in Section 2.8 and shall make the mandatory prepayments prescribed in Section 2.9, for credit against such scheduled payments on the Term Loan Lender shall, Loans pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice2.9.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrowers in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan Amount by making the amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the Borrower deposit account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date, and from . The Term Loan made on the Closing Date shall be made as a LIBOR Rate Loan, so long as Boise Cascade has delivered a funding indemnity letter in form and substance satisfactory to Agent no later than the date that is three (3) Business Days prior to the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to (or as directed by) the Borrowers. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Closing DateTerm Loan made by it be evidenced by one or more promissory notes. Segments In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Commitments and Term Loan Lender shall, pursuant evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share order of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepayee named therein.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan in Dollars to the Borrower on the Closing Effective Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofhereof from the Effective Date to the Maturity Date. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Effective Date. Segments Subject to Section 2.12, segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. 11:00 a.m., New York City time, on the Closing Effective Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, shall make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the upon satisfaction or waiver of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by 2:30 p.m., New York City time, by delivery of the proceeds thereof as shall be directed by the Responsible a Senior Officer of the Borrower and such instructions shall be reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be consist of a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than 11:00 a.m., New York City time, three Business Days prior to the date that is then anticipated to be the Closing Effective Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Borrowing Request (which shall include the information described in Section 2.04) with respect thereto, together with the Borrower’s written acknowledgement in form and substance reasonably satisfactory to the Administrative Agent that the provisions of Section 4.05 2.14 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice Borrowing Request any or all of the amounts specified in such Borrowing Request and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan Interest is advanced as a Base Rate Selection NoticeSegment, the Administrative Agent shall make such Borrowing as a Base Rate Segment only if, not later than 9:00 a.m., New York City time, on the date that is then anticipated to be the Effective Date, the Administrative Agent has received from the Borrower a Borrowing Request (which shall include the information described in Section 2.04) with respect thereto.

Term Loan. (a) Lender made a Term Loan (the "Existing Term Loan") to Borrowers in the amount of $3,900,000 under the Existing Loan Agreement, of which $2,470,000 is outstanding on the Amended and Restated Closing Date and shall be deemed to continue to be outstanding under the Term Loan and shall be evidenced by a Term Note, satisfactory in form and substance to the Lender, executed and delivered to the Lender on the Amended and Restated Closing Date, in substitution for the Term Note issued by the Borrowers to the Lender at the Closing. (b) Subject to the terms and conditions of this Agreement, each and provided that no Event of Default and no Incipient Event of Default has occurred and is continuing, the Borrowers shall have the option to borrow additional sums under the Term Loan in order to finance fixed assets acquired by the Borrowers (or by another Person which joins in this Agreement as a Borrower on terms and conditions satisfactory to the Lender), provided that on the date of any borrowing under the Term Loan, the outstanding principal balance of all Term Loans (including such additional borrowing) shall not exceed an amount equal to the lesser of (a) the sum of the outstanding principal balance of Revolving Advances, minus the outstanding principal of the Acquisition Loan, or (b) the sum of 80% of the appraised forced liquidation value of Eligible Machinery and Equipment plus 75% of the appraised fair market value of Eligible Real Estate. Appraisals shall be prepared by appraisers and be in form and substance satisfactory to Lender severally agrees in its sole discretion. (c) At the end of each six month period following the Amended and Restated Closing Date, provided no Event of Default and no Incipient Event of Default has occurred and is continuing, the Borrowers shall have the option to make borrow additional sums under the Term Loan in order to finance fixed assets acquired by the Borrowers since the Amended and Restated Closing Date with cash flow of the Borrowers or with proceeds of Revolving Advances, provided that on the date of any borrowing under the Term Loan, the outstanding principal balance of all Term Loans (including any such additional borrowing) shall not exceed an advance amount equal to the lesser of (a) the sum of the outstanding principal balance of Revolving Advances, minus the outstanding principal of the Acquisition Loan, or (b) the sum of 80% of the appraised forced liquidation value of Eligible Machinery and Equipment plus 75% of the appraised fair market value of Eligible Real Estate. Appraisals shall be prepared by appraisers and be in form and substance acceptable to Lender in its Pro Rata sole discretion. (d) At the end of 18 months following the Amended and Restated Closing Date, provided no Event of Default and no Incipient Event of Default has occurred and is continuing, the Borrowers shall have the option to borrow additional sums under the Term Share Loan in order to finance (i) principal amounts previously repaid under the Term Loan since the Closing Date and (ii) fixed assets acquired by the Borrowers since the Closing Date with cash flow of the Borrowers or with proceeds of Revolving Advances (and not previously financed with proceeds of the Term Loan Loan), provided that on the date of any borrowing under the Term Loan, the outstanding principal balance of the all Term Loans (including any such additional borrowing) shall not exceed an amount equal to the Borrower on lesser of (a) the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment sum of the Term Loan outstanding hereunder from time principal balance of Revolving Advances, minus the outstanding principal of the Acquisition Loan, or (b) the sum of 80% of the appraised forced liquidation value of Eligible Machinery and Equipment plus 75% of the appraised fair market value of Eligible Real Estate. Appraisals shall be prepared by appraisers and be in form and substance acceptable to time shall bear interest and the Lender in its sole discretion. (e) Each Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to acceleration upon the conditions occurrence of an Event of Default under this Agreement or termination of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Agreement and shall be in the form of same day funds in Dollars. The amount so received evidenced by the Administrative Agent shall, and subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such a secured promissory note ("Term Loan Interest Rate Selection notice any or all of Note") appropriately completed by the amounts specified Lender and executed and delivered by the Borrowers to the Lender substantially in such Term Loan Interest Rate Selection Noticethe form attached hereto as Exhibit 2.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrowers in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan Amount by making the amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the Borrower Deposit Account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, and from Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Closing DateTerm Loan made by it be evidenced by one or more promissory notes. Segments In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Commitments and Term Loan Lender shall, pursuant evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share order of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepayee named therein.

Term Loan. (a) Subject to On the Closing Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateDate in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the Closing Date to same Term Borrowing shall consist of Term Loans of the Term Loan Maturity Date, convert and continue Segments from time to time same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Foothill has agreed to make a single term loan (the "Term Loan") to Borrower in an aggregate original principal amount equal to $5,000,000. The Term Loan Lender severally agrees shall be made on the Closing Date. Except as provided in paragraph (e) of this Section 2.3, once repaid the principal amount of the Term Loan may not be reborrowed. (b) The Term Loan shall be made upon Borrower's request (pursuant to make the terms of Section 2.9), which request shall be irrevocable except as set forth in Section 2.12, specifying (i) the amount of the requested Term Loan; (ii) the requested funding date of the Term Loan; (iii) whether the Term Loan is to constitute a Eurodollar Rate Loan or a Reference Rate Loan; and (iv) if the Term Loan is to constitute a Eurodollar Rate Loan, the requested Interest Period therefor. If the requested Term Loan constitutes a Eurodollar Rate Loan, such request must be delivered to Foothill no later than 11:00 a.m. (California time) 2 Business Days prior to the requested funding date therefor. (c) The aggregate outstanding principal amount of the Term Loan shall be repaid in 36 equal monthly installments of principal plus accrued interest. Each such installment shall be due and payable on the first day of each month commencing on May 1, 1998 and continuing on the first day of each succeeding month until and including the date on which the aggregate unpaid balance of the Term Loan is paid in full. In the event that the Term Loan is prepaid and reborrowed pursuant to paragraph (e) of this Section 2.3, the aggregate outstanding principal amount of the Term Loan shall be repaid in equal monthly installments of principal plus accrued interest commencing on the first day of the month following the date of reborrowing and continuing on the first day of each month thereafter until and including April 1, 2001, the date on which the aggregate unpaid principal amount of the Term Loan and all accrued interest thereon shall be paid in full. In any event, the outstanding principal balance and all accrued and unpaid interest under the Term Loan shall be due and payable upon the termination of this Agreement, whether by its terms, by prepayment, by acceleration, or otherwise. Except upon the termination of this Agreement and as provided in paragraphs (d) and (e) below, the unpaid principal balance of the Term Loan may not be prepaid in whole or in part. All amounts outstanding under the Term Loan shall constitute Obligations. (d) Notwithstanding anything herein to the contrary, if the aggregate outstanding principal amount of the Term Loan exceeds (i) from and after the Closing Date to the first anniversary of the Closing Date, an advance amount equal to 60% of its Pro Rata Eligible Recurring Maintenance Revenues at such time, (ii) from and after the first anniversary of the Closing Date until the second anniversary of the Closing Date, an amount equal to 40% of Eligible Recurring Maintenance Revenues at such time, and (iii) from and after the second anniversary of the Closing Date to the third anniversary of the Closing Date, an amount equal to 20% of Eligible Recurring Maintenance Revenues at such time, then the Borrower shall prepay the principal amount of the Term Share Loan in an amount sufficient to cause the aggregate principal amount of the Term Loan to be less than or equal to the Borrower relevant amounts set forth in clauses (i) through (iii) above. All such prepaid amounts shall be applied to the installments due on the Closing Date, and from the Closing Date to the Term Loan Maturity Datein the inverse order of their maturity; provided that, convert and continue Segments from time to time in accordance with if the terms hereof. The aggregate principal amount of each Segment of the Term Loan outstanding hereunder from time prior to time giving effect to such prepayment is less than $3,000,000 then such prepaid amounts shall bear interest and be applied to the installments due on the Term Loan shall be repayable as herein provided. No amount in the order of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereintheir maturity. (be) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject Subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to on the date that which is then anticipated to be twenty-one (21) days after the Closing Date, the Administrative Agent Borrower has received from not satisfied the condition set forth in Section 3.2(e) (i) the Borrower a may prepay all principal of and accrued interest on the Term Loan Interest Rate Selection Notice with respect theretoin whole but not in part without any obligation to pay the Prepayment Premium and (ii) the Borrower may reborrow on a single date the principal amount of up to $5,000,000, together with which was repaid pursuant to clause (i) of this paragraph (e), upon the Borrower’s written acknowledgement satisfaction of all of the conditions set forth in form Section 3.2, provided that such borrowing occurs on or before the date which is two hundred ten (210) days after the Closing Date. The reborrowing of the Term Loan set forth in this paragraph (e) and substance satisfactory the Term Loan after such reborrowing shall be subject to the Administrative Agent that the provisions of paragraphs (b), (c) and (d) of this Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice2.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan the Lender severally agrees to make an advance (a) in a single draw on the Funding Date a term loan (the “Closing Date Term Loan”) to Borrower in the amount of its Pro Rata the Lender’s Closing Date Term Share Loan Commitment and (b) in a single draw on any Business Day requested by the Borrower in writing to the Agent following the Audited Financial Statements Approval Date, a delayed draw term loan (the “Delayed Draw Term Loan”) which shall be part of the Term Loan hereunder, in the amount of the Lender’s Delayed Draw Term Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(a) (each a “Term Note” and collectively the “Term Notes”), and, except as provided in Section 1.10, the Borrower shall execute and deliver the Term Notes to the Borrower on applicable Lender. Each Term Note shall be dated the Closing Funding Date, and from or in the Closing Date to case of the Delayed Draw Term Loan, the date the Delayed Draw Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofis made. The Term Notes shall represent the obligation of the Borrower to pay the Lender’s Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of each Segment of the Term Loan advanced to the Borrower shall be the primary obligation of the Borrower. (ii) The Borrower shall repay the aggregate Term Loan in monthly installments on the last day of each Fiscal Month commencing July 31, 2007, as follows: July 31, 2007 through and including December 31, 2007 $ 2,000,000.00 January 31, 2008 through and including the Commitment Termination Date $ 1,000,000.00 (iii) Notwithstanding Section 1.1(a)(ii), the aggregate outstanding hereunder from time to time shall bear interest and principal balance of the Term Loan shall be repayable as herein provideddue and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of payment with respect to the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (biv) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant Each payment of principal with respect to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed paid to Agent for the Administrative Agent at the Administrative Agent’s Office and shall be in the form ratable benefit of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of each Lender making the Term Loan may be a Eurodollar Rate SegmentLoan, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the ratably in proportion to each such Lender’s respective Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeCommitment.

Term Loan. (a) Subject to Each Lender severally agrees on the terms and conditions of set forth in this Borrower pursuant to this Agreement) on the Termination Date in an amount up to the sum of (i) the outstanding principal amount of the A Advances made by such Lender and outstanding as of the opening of business on the Termination Date plus (ii) the amount available to be borrowed as A Advances from such Lender as of the opening of business on the Termination Date. The aggregate of such Committed Advances is collectively called the "Term Loans". (b) The Term Loans shall be made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Borrower in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time not less than three Business Days prior to the Termination Date), each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share specifying: (A) the amount of the Term Loan to the Borrower which shall be in a principal amount not more than the sum of (i) the aggregate principal amount of the A Advances made to the Borrower which will be outstanding as of the opening of business on the Closing Termination Date, and plus (ii) the amount available to be borrowed from the Closing Date Lenders by the Borrower as of the opening of business on the Termination Date; (B) whether the Term Loans are to be comprised of Base Rate Advances or Eurodollar Advances, and the amounts of such A Advances to the Borrower; and (C) the Interest Period applicable to the A Advances included in such notice; provided, that, the Term Loan Maturity DateLoans shall be made only if the Borrower, convert and continue Segments from time to time in accordance with Section 2.16, shall have requested that the terms hereofthen current Termination Date be extended; and, provided further that if the Term Loans are made no Commitment Termination Date of any Lender shall be extended. The proceeds of the Term Loans, to the extent required, will be used to pay the principal amount of each Segment the Advances outstanding as of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount opening of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan business on the Closing Termination Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan the Lender severally agrees to make a term loan to the Borrower up to an advance of its Pro Rata Term Share of aggregate principal amount not to exceed the Term Loan to Commitment consisting of (i) the Borrower Initial Advance on the Closing Date, and from (ii) during the Closing Date to Availability Period, one or more Supplemental Advances in accordance with Section 2.1(b) below (the "Term Loan"); provided, that if for any reason the full amount of the Term Loan Maturity Commitment is not fully drawn during the Availability Period, the undrawn portion thereof shall automatically be cancelled. The execution and delivery of this Agreement by the Borrower and the satisfaction of all conditions precedent pursuant to Section 4.1 shall be deemed to constitute the Borrower's request to borrow the Initial Advance on the Closing Date, convert . (b) The Borrower may request and continue Segments from time to time the Lender shall make available during the Availability Period in accordance with the terms hereof, Supplemental Advances up to the Maximum Supplemental Advance Amount. The Borrower shall give the Lender written notice (or telephonic notice promptly confirmed in writing) of each Supplemental Advance (an "Advance Notice") prior to 5:00 p.m. ten (10) days prior to the requested date of each such Supplemental Advance. Each such Advance Notice shall be irrevocable and shall specify the principal amount to be advanced, the proposed date of such advance (which shall be a Business Day) and the wire instructions pursuant to which such Supplemental Advance is to be made. The principal amount of each Segment Supplemental Advance shall be not less than $100,000 or a larger multiple of $100,000. The Borrower may deliver and the Lender shall honor no more than four (4) Advance Notices during the first fiscal quarter of the Term Loan outstanding hereunder from time Borrower following the Closing Date, no more than two (2) Advance Notices during the second fiscal quarter of the Borrower following the Closing Date and thereafter, no more than one (1) Advance Notice during each fiscal quarter of the Borrower. Once repaid by Borrower pursuant to time shall bear Section 2.2(b)(i), Supplemental Advances will not be re-advanced by Lender to Borrower hereunder. (c) The Borrower's obligation to pay the principal of, and interest and on, the Term Loan shall be repayable as herein evidenced by the records of the Lender and by the Term Note. The entries made in such records and/or on the schedule annexed to the Term Note shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided. No amount , that the failure or delay of the Lender in maintaining or making entries into any such record or on such schedule or any error therein shall not in any manner affect the obligation of the Borrower to repay the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, (both principal and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (bunpaid accrued interest) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to in accordance with the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan available to the Borrower on the Closing Date, and from the Closing Date to the such Lender's Term Loan Maturity Date, convert and continue Segments from time to time Commitment Percentage of a term loan in accordance with Dollars (the terms hereof. The "Term Loan") in the aggregate principal amount of each Segment of FIFTY --------- MILLION DOLLARS ($50,000,000) (the "Term Loan outstanding hereunder from time to time shall bear interest and Committed Amount") for the -------------------------- purposes hereinafter set forth. The Term Loan shall be repayable may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under request. The Borrower shall request the initial Term Loan Facility shall borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be allowed after by fax) to the initial such advance of the Term Loan Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the Closing DateBusiness Day prior to the date of requested borrowing. Segments of Amounts repaid on the Term Loan may not be reborrowed. LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate Segments or Eurodollar Rate Segments Loans at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant its Domestic Lending Office. Notwithstanding any provision herein to the terms contrary, (x) the LIBOR borrowing under Section 2.2 shall be made as a LIBOR Rate Loan having an Interest Period of fourteen (14) days and subject (y) subsequent to such initial LIBOR borrowing but prior to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion closing of the initial Borrowing syndication of the Term Loan is advanced as a Eurodollar Rate Segment, Commitment and the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior Loans to the date that is then anticipated to Lenders, all LIBOR Rate Loans under Section 2.2 shall be continued as LIBOR Rate Loans having an Interest Period of fourteen (14) days. All LIBOR Rate Loans having an Interest Period of fourteen (14) days shall bear interest at the Closing Date, the Administrative Agent has received from the Borrower a Term Loan same rate as LIBOR Rate Loans having an Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions Period of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeone month.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $9,500,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan may not be reborrowed. (b) The Term Loan shall be repayable in full on the Maturity Date. The Borrower shall be required to prepay the Term Loan (i) in full simultaneously with the consummation of any Sale, convert and continue Segments (ii) in whole or in part from time to time (A) in the event and to the extent of 50% of any and all Qualified Proceeds received by the Borrower from time to time, and (B) as provided in Section 2.04 below. Any prepayment required under the foregoing clause (A) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or thirty (30) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds have not been applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable quarterly in arrears commencing June 30, 2007, on the last day of each Segment calendar quarter thereafter, and on the Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower's revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; PROVIDED, HOWEVER, that the Lender shall be under no obligation to make any such charge to the Borrower's revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing order of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLender.

Term Loan. (ai) Subject to and upon the terms and conditions of this Agreement, each Term Loan Lender severally Bank agrees to make one (1) term loan to Borrower in an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The aggregate principal amount of each Segment Ten Million Dollars ($10,000,000) (the “Term Loan”). The proceeds of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount used for general working capital purposes. (ii) Interest shall accrue from the date of the Term Loan repaid or prepaid by at the Borrower may be reborrowed hereunderrate specified in Section 2.2(a), and no subsequent advance under shall be payable monthly beginning on the first day of the month next following the Term Loan Facility shall be allowed after Loan, and continuing on the initial such advance same day of each month thereafter. If the Amortization Date is the first anniversary of the Closing Date, then Borrower will repay the outstanding principal balance of the Term Loan on as of the Closing DateAmortization Date in thirty six (36) equal monthly installments of principal plus accrued interest. Segments If the Amortization Date has been extended to August 20, 2021, then Borrower will repay the outstanding principal balance of the Term Loan as of the Amortization Date in thirty (30) equal monthly payments of principal plus accrued interest. In both cases, payments shall be due on the first day of each month. On the Maturity Date all amounts due in connection with the Term Loan and any other amounts due under this Agreement shall be immediately due and payable. Term Loan, once repaid, may not be Base Rate Segments reborrowed. Borrower may prepay the Term Loan at any time without penalty or Eurodollar Rate Segments at the Borrower’s election, as provided hereinpremium. (biii) Not When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by email to be received no later than 1:00 P.M. New York time, 3:30 p.m. Eastern time on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of on which the Term Loan is advanced to be made. Such notice shall be given by a Loan Advance/Paydown Request Form in substantially the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Borrower shall indemnify and hold Bank harmless for any damages, loss, costs and expenses suffered by Bank as a Eurodollar Rate Segmentresult of such reliance, the Administrative Agent shall make such Borrowing except for losses caused by Bank’s gross negligence or willful misconduct as determined by a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form court of competent jurisdiction by final and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticenon-appealable order.

Term Loan. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, each Term Loan Lender severally agrees to make an advance of continue its Pro Rata Term Share of the Term Loan to the Borrower Borrowers in US Dollars on the Closing DateDate in the original principal amount of US$8,027,500. (b) If a Priority Event has occurred and is continuing, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time all payments shall be applied in accordance with Section 5.4. In the terms hereof. The principal amount absence of each Segment a continuing Priority Event, the following payments shall be made: (i) Repayment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable made by the Borrowers to Agent, for the benefit of Lenders, in quarterly installments in the amounts and on the dates set out on Schedule 2.3(b)(i) hereto with the final payment due in respect thereof (together with all outstanding interest thereon) payable on the Maturity Date. (ii) The proceeds of any Debt Offering or Equity Offering shall be applied as herein provided. No amount a permanent repayment of the Term Loan repaid provided a Priority Event shall not have occurred and be continuing or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial would result from such advance repayment. Such repayments of the Term Loan on shall be applied to installments under Section 2.3(b)(i) in the Closing Dateinverse order of maturity. (iii) The proceeds of any sale of the Collateral shall be applied as a permanent repayment of the Term Loan; provided that: (A) prior to a Priority Event, if Agent has received such proceeds and Total Excess Availability is equal to or greater than US$1,000,000; and (B) after a Priority Event and subject to the Intercreditor Agreement if applicable, Agent shall apply such proceeds upon Agent’s receipt of such proceeds. Segments Such repayments of the Term Loan shall be applied to installments under Section 2.3(b)(i) in the inverse order of maturity. (iv) The proceeds of any sale of Equipment secured through the Security Agreements (other than, in the absence of a continuing Priority Event, sales of Equipment of SMTC Canada in the Ordinary Course of Business) shall be applied as a permanent repayment of the Term Loan. Such repayments of the Term Loan shall subject to the Intercreditor Agreement. if applicable be applied to installments under Section 2.3(b)(i) in the inverse order of maturity. (v) The Borrower may make voluntary prepayments of the Term Loan upon the satisfaction of each of the following conditions: (a) Total Excess Availability would not be less than US$3,000,000 immediately after giving effect to such prepayment, (b) the average Total Excess Availability is not less than US$3,000,000 for the fifteen (15) days immediately preceding such repayment and (c) as of the date of any such prepayment and after giving effect thereto, no Default or Event of Default have occurred and be continuing or would result from such prepayment. Such repayments of the Term Loan shall be applied to installments under Section 2.3(b) in the inverse order of maturity. (vi) Any amounts repaid in respect of the Term Loan may not be Base Rate Segments or Eurodollar Rate Segments at reborrowed and shall be applied to permanently reduce the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the aggregate amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (a) Subject Borrower may, upon at least 5 Business Days prior written notice to Agent, prepay the terms and conditions principal of this Agreementthe Term Loan, each in whole or in part. If prior to an Application Event any Lender holding the Term Loan Lender severally agrees waives in writing its right to make an advance of its Pro Rata Term Share any prepayment of the Term Loan described in the foregoing sentence, Agent will remit such amount when received, ratably, to the Borrower on the Closing Date, and from the Closing Date to all other Lenders holding the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of until the Term Loan outstanding hereunder from time held by such Lenders have been paid in full in cash. Each prepayment made pursuant to time this Section 2.12(c)(ii) shall bear be accompanied by the payment of accrued interest and to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in the inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall be repayable as herein constitute an installment); provided. No amount , however, that notwithstanding the foregoing if no Default or Event of Default exists at the Term Loan repaid or prepaid by the time of such prepayment, Borrower may designate any such optional prepayment to be reborrowed hereunder, and no subsequent advance under applied to future installments in direct order of maturity (to be applied first to the Term Loan Facility shall be allowed after the initial such advance of the Term Loan installment due on the Closing Date. Segments date closest to the date of the Term Loan such prepayment); provided further that no more than 4-quarterly installments in direct order of maturity may be Base Rate Segments or Eurodollar Rate Segments at so designated in any 4-quarter period. Any such notice of prepayment will be irrevocable, provided, however, that notwithstanding the Borrower’s electionforegoing, as provided herein. (b) Not later than 1:00 P.M. New York time, on Borrower may rescind one such notice during the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions term of this Agreement, make Agreement so long as: (A) the amount notice of its Pro Rata Term Share rescission is in writing and signed by Borrower; (B) the notice of the Term Loan available rescission is received by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three least 2 Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on set forth as the date set forth of any such prepayment in such Term Loan Interest Rate Selection notice; (C) no Default or Event of Default exists at the time such notice of rescission is received by Agent; and (D) no other notice of rescission has at any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.time been delivered by Borrower. 074658.16087/126128822v.10

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has a Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.15(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate amount of its Term Commitment. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan hereby severally, and not jointly, agrees on the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable to the applicable Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Commitment or Extended Term Loan Commitment, as applicable. Amounts repaid or prepaid in respect of Initial Term Loans, Incremental Term Loans or Extended Term Loans may not be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, the Lenders agree to make a loan in an aggregate principal amount not to exceed $10,500,000 to the Borrower (the “Initial Term Loan”) on the Closing Date in an amount, as to each Lender, equal to such Xxxxxx’s Commitment with respect to the Initial Term Loan Lender severally agrees Loan. (b) Subject to the satisfaction or waiver by the Agent of each of the Incremental Closing Conditions, the Lenders agree to make an advance additional loan in one (1) drawing in an aggregate principal amount not to exceed $1,500,000 to the Borrower (the “Incremental Term Loan”) on the Incremental Closing Date in an amount, as to each Lender, equal to such Xxxxxx’s Commitment with respect to the Incremental Term Loan. (c) Subject to the satisfaction or waiver by the Agent of its Pro Rata each of the Delayed Draw Closing Conditions, the Lenders agree to make an additional loan in one (1) drawing in an aggregate principal amount not to exceed $2,500,000 to the Borrower (the “Delayed Draw Term Share Loan” and, with the Initial Term Loan and the Incremental Term Loan, the “Term Loan”) on the Delayed Draw Closing Date in an amount, as to each Lender, equal to such Xxxxxx’s Commitment with respect to the Delayed Draw Term Loan. (d) Amounts repaid or prepaid in respect of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofof this Agreement may not be reborrowed. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments proceeds of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at used by the Borrower’s electionBorrower (i) with respect to the Initial Term Loan, as provided herein. (bA) Not later than 1:00 P.M. New York timeto fund the Transactions, on (B) for general corporate purposes and (C) to pay fees and expenses incurred in connection with the Closing DateTransactions, each and (ii) with respect to the Incremental Term Loan Lender shalland the Delayed Draw Term Loan, for general corporate purposes (including the repayment in full of the Channel Partners Debt, Permitted Acquisitions and other investments permitted pursuant to the terms and subject to the conditions of this Agreement). In no event may the proceeds of any Term Loan be used to purchase or to carry, make the amount of its Pro Rata Term Share or to reduce, retire or refinance any Debt incurred to purchase or carry, any margin stock, as defined by Regulation U of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form Board of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery Governors of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate SegmentFederal Reserve System, or both; provided for any related purpose that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that violates the provisions of Section 4.05 hereof Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Term Loan and interest accruing thereon shall apply to any failure be evidenced by the Borrower to borrow on records of Agent (including the date set forth in such Term Loan Interest Rate Selection notice any or all of Account) and by the amounts specified in such Term Loan Interest Rate Selection NoticeNote(s).

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance at the option of its Pro Rata Term Share of the Administrative Borrower, the Term Loan to or any portion thereof shall be either a Reference Rate Loan or a LIBOR Rate Loan as follows: (i) (i)Each portion of the Borrower Original Term Loan, the Term A Loan, the Term A-1 Loan and the Term A-2 Loan that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding (including any portion of the terms hereof. The Monthly Fee allocated to each such Term Loan and capitalized by adding such fee to the principal amount thereof) from the date of each Segment of the such Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of such Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time outstanding (including any portion of the Monthly Fee allocated to each such Term Loan and capitalized by adding such fee to the principal amount thereof), from the date of such Term Loan until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for such Term Loan (or such portion thereof) plus the Applicable Margin. (ii) (ii)Each portion of the Term B Loan: (A) (A) that is a Reference Rate Loan shall bear interest and payable in kind on the principal amount thereof from time to time outstanding (including any portion thereof which constitutes the Term B Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term B Loan (such capitalized interest together with any portion of the Monthly Fee allocated to the Term B Loan and capitalized by adding such fee to the principal amount thereof, the "Term B Loan PIK Amount"), from the Eighth Amendment Effective Date until repaid, at a rate per annum equal to the Reference Rate plus Term B PIK Margin, and (B) (B) that is a LIBOR Rate Loan shall bear interest payable in kind on the principal amount therefrom from time to time outstanding (including any portion thereof which constitutes the Term B Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term B Loan, from the Eighth Amendment Effective Date until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period then in effect plus the Term B PIK Margin. Any interest to be repayable as herein provided. No so capitalized pursuant to this clause (b)(ii) shall be capitalized on the last day of each March, June, September and December (commencing on March 31, 2020) and added to the then outstanding principal amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, in accordance with clauses (A) and no subsequent advance under (B) above. (iii) Each portion of the Term C Loan: (A) that is a Reference Rate Loan Facility shall bear interest payable in kind on the principal amount thereof from time to time outstanding (including any portion thereof which constitutes the Term C Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term C Loan (such capitalized interest together with any portion of the Monthly Fee allocated to the Term C Loan and capitalized by adding such fee to the principal amount thereof, the "Term C Loan PIK Amount"), from the Ninth Amendment Effective Date until repaid, at a rate per annum equal to the Reference Rate, and (B) that is a LIBOR Rate Loan shall bear interest payable in kind on the principal amount therefrom from time to time outstanding (including any portion thereof which constitutes the Term C Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term C Loan, from the Ninth Amendment Effective Date until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period then in effect. Any interest to be so capitalized pursuant to this clause (b)(iii) shall be allowed after capitalized on the initial such advance last day of each March, June, September and December (commencing on June 30, 2020) and added to the then outstanding principal amount of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinin accordance with clauses (A) and (B) above. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject Pursuant to the terms and conditions of this Original Credit Agreement, each Term Loan Lender has severally agrees agreed to make an advance Term Loans to Borrower in the initial principal amount equal to Lender's Commitment Percentage of its Pro Rata FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000) (the "Term Share Loan"). As of the Term Loan to date of this Agreement the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The outstanding principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinis Six Million Dollars ($6,000,000). (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant The parties agree to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of evidence the Term Loan available outstanding as of the Amendment Date by wire transfer to secured promissory notes of the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Borrower executed by duly authorized officers thereof and shall be in the form of same day funds in DollarsExhibits B-1 and B-2 attached hereto (the "Term Notes"). The Term Notes shall be dated the Amendment Date and shall be due and payable in full on or before the Term Maturity Date. The Term Notes are in substitution of, and amend and restate in their entirety, the Term Notes dated as of June 3, 2002 in the original aggregate principal amount so received by of $15,000,000. (c) Unless the Administrative Agent shall, subject to Borrowers have elected in accordance with the terms and conditions provisions of paragraph (d) of this Agreement, including without limitation the satisfaction of Section 2.4 to cause all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing or a portion of the Term Loan Loans to bear interest at an Adjusted Eurodollar Rate, the Term Loans shall bear interest on the unpaid principal balance thereof at a fluctuating rate equal to the Adjusted Base Rate. (d) The Borrower may be elect to have all or a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing Term Loans which bears interest at the Adjusted Base Rate to bear interest at a rate equal to the Adjusted Eurodollar Rate by providing a written notice (or telephonic notice promptly confirmed in writing) in the form of Notice of Conversion attached hereto as Exhibit G, to the Agent not later than 12:00 noon (Cincinnati, Ohio time) on the third Business Day prior to the requested effective date of the Adjusted Eurodollar Rate, which shall be a Business Day (the "Effective Date") which request shall specify (i) the Effective Date, (ii) the aggregate principal amount of the Term Loan is advanced as Loans to bear interest at the Adjusted Eurodollar Rate, which shall be in a Eurodollar Rate Segmentminimum aggregate principal amount (for the Lenders collectively) of $500,000 and integral multiples of $100,000 in excess thereof (or the then remaining amount of the Term Loan, if less) and (iii) the Administrative applicable Interest Period. The Agent shall make such Borrowing as a give notice to each Lender promptly upon receipt of each Conversion of Notice pursuant to this Section 2.4(d). Notwithstanding the foregoing, there shall not be more than six Eurodollar Rate Segment only if, not later than three Business Days prior Rates in effect with respect to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to Loans at any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticetime.

Term Loan. (a) Subject to On the terms and subject to the conditions of this Agreementset forth herein, each the Lenders hereby agree to make to Borrowers on the Closing Date a term loan in an aggregate original principal amount equal to $50,000,000 (the “Term Loan”). Each Lender’s obligation to fund the Term Loan on the Closing Date shall be limited to such Lender’s Term Loan Commitment, and no Lender severally agrees shall have any obligation to make an advance of its Pro Rata Term Share fund any portion of the Term Loan required to the Borrower on the Closing Datebe funded by any other Lender, and from the Closing Date but not so funded. Borrowers shall not have any right to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment reborrow any portion of the Term Loan outstanding hereunder which is repaid or prepaid from time to time shall bear interest and the time. Each Lender’s Term Loan Commitment shall be repayable as herein provided. No amount of terminate immediately and without further action upon the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance making of the Term Loan on the Closing Date. Segments Date in the amount of the such Lender’s Term Loan may be Base Rate Segments or Eurodollar Rate Segments at Commitment in accordance with the Borrower’s election, as provided hereinterms hereof. (b) Not The Administrative Borrower shall give the Agent prior written notice in substantially the form of Exhibit I hereto (a “Notice of Borrowing”), not later than 1:00 P.M. 12:00 noon (New York City time) on the Closing Date (or with respect to any Incremental Term Loan, on the Closing Date, each date on which such Incremental Term Loan Lender shall, pursuant is requested to be made). Such Notice of Borrowing shall be irrevocable and shall specify (i) the terms and subject to the conditions of this Agreement, make the principal amount of its Pro Rata Term Share of the Term Loan available by or Incremental Term Loan requested, (ii) whether the Term Loan or Incremental Term Loan is requested to be Base Rate Loan or a LIBOR Loan, and if a LIBOR Loan, the Interest Period applicable thereto, and (iii) wire transfer instructions pursuant to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of which the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan or Incremental Term Loan should be disbursed. Agent and the Lenders may act without liability upon the basis of such Notice of Borrowing believed by Agent in good faith to be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if from the Borrower desires that any portion Administrative Borrower. The Agent and the Lenders shall have no duty to verify the authenticity of the initial Borrowing signature appearing on any written Notice of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeBorrowing.

Term Loan. (a) Subject to the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan Lenders severally agrees to lend to the Borrower on the Closing Date, and from the Closing Date to the such Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment Lender's Term Loan Commitment Percentage of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinCommitment. (b) Not later than 1:00 P.M. New York timeThe Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, on the Closing Date"Term Loan Notes"), dated of even date with this Agreement (except as otherwise provided in Section 18.3) and completed with appropriate insertions. One Term Loan Note shall be payable to the order of each Term Loan Lender shallin the principal amount equal to such Term Loan Lender's Term Loan Commitment, pursuant plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the terms and subject to time of receipt of any payment of principal thereof, an appropriate notation on Agent's Record reflecting the conditions receipt of this Agreement, make the such payment. The outstanding amount of its Pro Rata the Term Share Loans set forth on Agent's Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan Lender, but the failure to record, or any error in so recording, any such amount on Agent's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due. By delivery of the Term Loan available Notes, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be "Term Loan Notes" (as defined in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallThird Amended Credit Agreement), subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of which indebtedness is instead allocated among the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion Lenders as of the initial Borrowing of date hereof and evidenced by the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Notes in accordance with their respective Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeCommitment Percentages.

Term Loan. (ai) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan Lender severally agrees to make an advance fund, or pursuant to a timely notice delivered in accordance with Section 2.01(b)(ii), elect to convert all or a portion of its Pro Rata such Existing Term Share Lender's Existing Term Loan into a portion of the Term Loan to hereunder, the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment portion of the Term Loan outstanding hereunder from time Amount represented by its Term Loan Commitment to time shall bear interest and the Borrowers on the Closing Date in an aggregate amount not to exceed such Term Lender's Term Loan Commitment or the Term Loan Amount. The Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan made in one draw on the Closing Date. Segments To the extent all or any portion of the Term Loans are repaid or prepaid, they may not be reborrowed. (ii) In connection with the making of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at pursuant to Section 2.01(b)(i), by delivering irrevocable written notice (a "Conversion Notice") to the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on Administrative Agent prior to the Closing Date, each Existing Term Lender is offered the opportunity to convert, and may elect to convert all or a portion of the outstanding principal amount of the Existing Term Loan held by such Existing Term Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share into a portion of the Term Loan available by wire transfer hereunder in a principal amount equal to the Administrative Agent. Such wire transfer amount of the Existing Term Loan so converted (each such Existing Term Loan to the extent it is so converted, a "Converted Term Loan") and such Converted Term Loan shall be directed treated for all purposes hereunder as applying towards such Term Lender's Applicable Percentage of the Term Loan requested by the Borrowers to be made on the Closing Date. On the Closing Date, each Converted Term Loan shall be converted for all purposes of this Agreement into a portion of the Term Loan hereunder, and the Administrative Agent shall record in the Register the aggregate amount of the Converted Term Loans converted into a portion of the Term Loan hereunder. Any written notice to the Administrative Agent at the Administrative Agent’s Office and delivered by an applicable Existing Term Lender pursuant to this Section shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that in it sole discretion and shall, among other things, specify the provisions amount of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Existing Term Lender's Term Loan Interest Rate Selection notice any or all Commitment hereunder and the principal amount of the amounts specified in such Existing Term Loan Interest Rate Selection Noticeheld by such Existing Term Lender that are to be converted into a portion of the Term Loan hereunder.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally severally, but not jointly, agrees to make an advance of its Pro Rata Term Share of the Term Loan available to the Borrower (through the Administrative Agent) on the Closing Date, Date (and from the Closing Date with respect to the Delayed Draw Term Loan Maturity DateLoan, convert and continue Segments from time up to time in accordance with one other date during the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, Commitment Period pursuant to the terms Section 2.2(e) and subject to the other terms and conditions of this Agreement, make herein and to the amount of its Pro Rata Term Share of extent the Term Loan available by wire transfer Committed Amount exceeds the aggregate of the previously advanced Term Loan), such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Closing Date Term Loan”) in the aggregate principal amount set forth in the Notice of Borrowing delivered to the Administrative Agent, but in no event in excess of TWO HUNDRED ELEVEN MILLION DOLLARS ($211,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received Upon receipt by the Administrative Agent shallof the proceeds of the Closing Date Term Loan, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, such proceeds will then be made available to the Borrower by delivery the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds thereof made available to the Administrative Agent by the Term Loan Lenders and in like funds as shall be received by the Administrative Agent (or by crediting such other account(s) as directed by the Responsible Officer Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Term Loan made on the Closing Date or any of the three (3) Business Days following the Closing Date, may only consist of Alternate Base Rate Loans unless the Borrower and delivers a funding indemnity letter, substantially in the form of Exhibit 2.2(a), reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later less than three (3) Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a . LIBOR Rate Loans shall be made by each Term Loan Interest Lender at its LIBOR Lending Office and Alternate Base Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Loans at its Domestic Lending Office. Amounts repaid or prepaid on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticemay not be reborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreementset forth herein, at any time on or after the Effective Date but prior to July 11, 2016, each Term Loan Lender severally agrees to make a loan (collectively, the “Term Loan”) to the Borrower, which Term Loan shall be made in a single drawing by the Borrower, in an advance amount up to the amount of its Pro Rata such Term Share Lender’s Term Commitment. Upon the earlier of the making of the Term Loan to the Borrower on the Closing Dateor July 11, and from the Closing Date to 2016, the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with Commitments of the terms hereofTerm Lenders shall be terminated. The principal amount of each Segment Upon repayment or prepayment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No provided herein, no amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at re-borrowed. Whenever the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on Borrower desires that the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, Lenders make the amount of its Pro Rata Term Share of Loan, the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Borrower shall be directed deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than (x) 1:00 p.m. at least three (3) Business Days in advance of the proposed Credit Date in the case of an Adjusted LIBOR Rate Loan and (y) 1:00 p.m. at least one (1) Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, if the Funding Notice for the Term Loan is for Adjusted LIBOR Rate Loans same shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. Notice of receipt of the Funding Notice in respect of the Term Loan, together with the amount of each Term Lender’s pro rata amount thereof, respectively, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Term Lender with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 1:00 p.m.) not later than 4:00 p.m. on the same day as the Administrative Agent’s Office and receipt of such notice from the Borrower. Each Term Lender shall be in make its pro rata amount of the form requested Term Loan available to the Administrative Agent not later than 11:00 a.m. on the applicable Credit Date by wire transfer of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to at the Administrative Agent’s Principal Office. The initial Borrowing of the Term Loan may be a Eurodollar Rate SegmentExcept as provided herein, a Base Rate Segment, upon satisfaction or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.waiver

Term Loan. (a) Subject to and upon the terms and conditions of this Agreementherein set forth, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the to Borrowers a Post-Petition Term Loan Advance in an amount not to the Borrower on the Closing Date, and from the Closing Date to the exceed such Lender's Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofCommitment. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Post-Petition Term Loan shall be repayable as herein providedcomprised of Post-Petition Term Loan Advances that shall be funded by Lenders on the first Business Day after Agents notify Lenders that the Post-Petition Term Loan Conditions are satisfied and in an aggregate principal amount not to exceed the outstanding principal balance of and accrued interest with respect to the Pre-Petition Term Loan on such date. No The proceeds of the Post-Petition Term Loan Advances shall be used by Borrowers solely to pay in full the outstanding principal balance of and accrued interest with respect to the Pre-Petition Term Loan. Each Post-Petition Term Loan Advance shall be evidenced by a Term Note in the principal amount of the Term Loan Commitment of the holder thereof, shall be repaid, together with interest and other amounts, in accordance with this Agreement, the Term Notes and the other DIP Financing Documents and shall be secured by all of the Collateral. The Post-Petition Term Loan shall be repaid or prepaid by in monthly installments of $425,000 each, with the Borrower may be reborrowed hereunderfirst installment due on the first day of the month immediately following the funding of the Post-Petition Term Loan Advances, and no subsequent advance under continuing on the first day of each month thereafter, with a final payment due upon the Commitment Termination Date. The Term Loan Facility Commitment of each Lender shall expire on the funding by such Lender of its Post-Petition Term Loan Advance. Borrowers shall not be allowed after entitled to reborrow any amounts repaid with respect to the initial such advance Post-Petition Term Loan Advances. All of the Post-Petition Term Loan on the Closing Date. Segments of the Term Loan may Advances shall initially be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Loans. Each Lender shall make its Post-Petition Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made Advance available to the Borrower by delivery Collateral Agent in immediately available funds, to such account of the proceeds thereof Collateral Agent as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan Collateral Agent may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only ifdesignate, not later than three 12:00 noon on the first Business Days prior to Day after Agents notify Lenders that the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Post-Petition Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeConditions are satisfied.

Term Loan. An existing term loan in the original aggregate principal amount of $50,000,000 (athe “Existing Term Loan”) was advanced to the Borrowers on May 15, 2015 and remains outstanding immediately prior to the Eighth Amendment Effective Date. Subject to the terms and conditions of this Agreement, on the Eighth Amendment Effective Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make an advance of convert, exchange and “cashless roll” its Pro Rata Share of the Existing Term Loan for an equivalent amount of new term loans (collectively, the “Term Loan”) to Borrowers, such that as of the Eighth Amendment Effective Date (a) each Lender with a Term Loan Commitment shall hold an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount in accordance with this Agreement and (b) the entire amount of the Existing Term Loan shall be deemed repaid simultaneously with the borrowing of the Term Loan, with each Lender with a Term Loan Commitment hereby irrevocably agreeing to accept, in lieu of cash for the outstanding principal amount of its Existing Term Loan so prepaid, an equal principal amount of the Term Loan in accordance with this Agreement; provided that (x) each such Lender with a Term Loan Commitment hereby waives its right to any compensation for Funding Losses pursuant to Section 2.12(b)(ii) of this Agreement with respect to the Borrower conversion, exchange and “cashless roll” of its portion of the Existing Term Loan; and (y) the Borrowers agree to pay to the Agent, on the Closing first interest payment date for the Term Loan pursuant to Section 2.12(a) (or otherwise, to the extent applicable, pursuant to Section 2.6(d)) following the Eighth Amendment Effective Date and for the ratable benefit of the Lenders holding a portion of the Existing Term Loan, all accrued and unpaid interest on the Existing Term Loan to the Eighth Amendment Effective Date, . The outstanding unpaid principal balance and from all accrued and unpaid interest on the Closing Date to Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Closing DateTerm Loan made by it be evidenced by one or more promissory notes. Segments In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Commitments and Term Loan Lender shall, pursuant evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share order of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepayee named therein.

Term Loan. (a) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, each Lender shall make to the Borrowers a term loan in the principal amount equal to its pro rata share of Thirty Million Dollars ($30,000,000) (the “Term Loan”); provided that, in no event shall the Term Loan made by any Lender exceed the lesser of (i) the amount of such Lender’s Commitment or (ii) such Lender’s Pro Rata Share of the Borrowing Base (based upon the Term Loan Borrowing Base Certificate delivered by the Borrowers to the Agent on the Closing Date). The Term Loan is not a revolving credit facility and from if repaid, may not be redrawn, and any repayments or prepayments of principal on a Term Loan shall permanently reduce such Term Loan. The Borrowers irrevocably authorize the Agent and the Lenders to disburse the proceeds of the Term Loan on the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofof this Agreement, as set forth in the Flow of Funds Agreement. The principal amount of each Segment of Upon the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance making of the Term Loan on the Closing Date. Segments of , the Term Loan may Commitments shall be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinirrevocably terminated. (b) Not later than 1:00 P.M. New York time, The outstanding unpaid principal balance and all accrued and unpaid interest on the Closing Term Loan and all other Obligations shall be due and payable on the earlier of (i) the Maturity Date, each and (ii) the date on which the Term Loan Lender shall, otherwise becomes due and payable pursuant to the terms and subject to the conditions of this Agreement. All principal of, make the amount of its Pro Rata Term Share interest on, and other amounts payable in respect of the Term Loan available by wire transfer shall constitute Obligations hereunder. (c) Anything to the Administrative Agent. Such wire transfer contrary in this Section 2.1 notwithstanding, Agent shall be directed have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against each Borrowing Base and the Administrative Aggregate Borrowing Base; provided, that Agent shall notify Borrowers at the Administrative Agent’s Office time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be in the form of same day funds in Dollarsineffective. The amount so received of any Reserve established by the Administrative Agent shallAgent, subject and any changes to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory, Eligible Finished Goods Inventory, Eligible Spare Parts Inventory, Eligible In-Transit Inventory, and Eligible IP, shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria. Upon notice of or establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers. (d) The Loan Parties agree that the Term Loan Interest Rate Selection notice any Pushdown Reserve shall be established, increased or decreased against the ABL Borrowing Base by the ABL Agent at all of times that the amounts specified in such Term Loan Interest Rate Selection NoticePushdown Reserve is greater than zero.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Second Amendment Effective Date, each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make a term loan (each, a “Term Loan” and collectively, the “Term Loans”) to Borrower in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan Amount. The Borrower agrees to pay to each Lender with a Term Loan Commitment a closing fee (the Borrower “Term Loan Closing Fee”) in an amount equal to 8.5% of the principal amount of such Lender’s Term Loan funded on the Second Amendment Effective Date; provided that such Term Loan Closing Fee may be paid to each Lender with a Term Loan Commitment out of the proceeds of the Term Loan funded by such Lender as and when funded on the Second Amendment Effective Date. Such Term Loan Closing Fee will be in all respects fully earned, due and from payable on the Closing Second Amendment Effective Date to and non-refundable and non-creditable thereafter. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loans shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loans in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan Loans that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on Loans shall constitute Obligations hereunder. Parent agrees to issue the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, Warrants to each Term Loan Lender shallon the Second Amendment Effective Date. The Parent, pursuant to the terms Borrower, and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the each Term Loan available by wire transfer to Lender agrees that (i) the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available consideration payable to the Borrower for the Term Loans is $22,198,000 and (ii) the aggregate purchase price payable to the Parent for the Warrants is $677,000 (or $0.3687 per Warrant). Unless otherwise required by delivery law, the Parent, Borrower, and each Term Loan Lender shall not take any position inconsistent with the preceding sentence on any income tax return or for any other income tax purpose.” (e) Section 2.3(f) of the proceeds thereof Credit Agreement is hereby amended by adding the reference “(and Term Loans, as shall be directed by applicable)” immediately after the Responsible Officer reference to “principal amount of the Borrower and reasonably acceptable Advances” therein. (f) Section 2.3(g) of the Credit Agreement is hereby amended by adding the reference “fourth,” to the Administrative Agent. The initial Borrowing beginning of clause (D) therein and adding the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior reference “fifth,” to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions beginning of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeclause (E) therein.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each (i) Initial Term Loan Lender severally severally, but not jointly, agrees to make an advance of its Pro Rata Term Share of the Term Loan available to the Borrower (through the Administrative Agent) on the Closing Date, and from the Closing Date to the such Initial Term Loan Maturity Date, convert and continue Segments from time to time Lender’s Initial Term Loan Commitment Percentage of a term loan in accordance with Dollars (the terms hereof. The “Initial Term Loan”) in the aggregate principal amount of each Segment of FORTY-FOUR MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($44,750,000) (the “Initial Term Loan outstanding hereunder from time to time shall bear interest Committed Amount”) for the purposes hereinafter set forth and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (bii) Not later than 1:00 P.M. New York time, on the Closing Date, each First Amendment Term Loan Lender shallseverally, pursuant but not jointly, agrees to make available to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to Borrower (through the Administrative Agent. Such wire transfer shall be directed to ) on the Administrative Agent at First Amendment Effective Date such First Amendment Term Loan Lender’s First Amendment Term Loan Commitment Percentage of a term loan in Dollars (the Administrative Agent’s Office “First Amendment Term Loan”; and shall be together with the Initial Term Loan, the “Term Loan”) in the form aggregate principal amount of same day funds in DollarsFIVE MILLION TWO-HUNDRED FIFTY THOUSAND DOLLARS ($5,250,000) (the “First Amendment Term Loan Committed Amount”; and together with the Initial Term Loan Committed Amount, the “Term Loan Committed Amount”) for the purposes hereinafter set forth. The amount so received Upon receipt by the Administrative Agent shallof the proceeds of the Term Loan, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, such proceeds will then be made available to the Borrower by delivery the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds thereof made available to the Administrative Agent by the Term Loan Lenders and in like funds as shall be received by the Administrative Agent (or by crediting such other account(s) as directed by the Responsible Officer Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Initial Term Loan made on the Closing Date or any of the two (2) Business Days following the Closing Date, may only consist of Alternate Base Rate Loans unless the Borrower and delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later less than three (3) Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a . LIBOR Rate Loans shall be made by each Term Loan Interest Lender at its LIBOR Lending Office and Alternate Base Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Loans at its Domestic Lending Office. Amounts repaid or prepaid on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticemay not be reborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make an Initial Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Initial Term Commitment, which Initial Term Loans (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to the entire amount of each Lender’s Initial Term Commitment and, if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13; and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Initial Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in the Notice of Borrowing, and if less than any Lender’s Term Commitment, such Lender’s Term Commitment shall terminate immediately and without further action on the closing date related thereto, after giving effect to the funding of such Lender’s Term Commitment on such date. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this Agreementset forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallCommitment, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Extended Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Refinancing Term Loan is advanced Commitment, as a Eurodollar Rate Segmentapplicable. Amounts repaid or prepaid in respect of Initial Term Loans, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only ifIncremental Term Loans, Extended Term Loans or Refinancing Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% mayshall be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan if the Administrative Borrower elects to so capitalize such interest; provided that, if the L/C Facility Trigger Date occurs as a result of the occurrence of the L/C Facility Closing Date, then (A) with respect to interest accruing on the Term Loan B and/or any Delayed Draw L/C Loan during the period from June 28, 2024 through and including September 30, 2024, all such interest may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if paid by capitalizing such interest and adding such capitalized interest to the Borrower desires that any portion of the initial Borrowing then outstanding principal amount of the Term Loan is advanced B or such Delayed Draw L/C Loan (as a Eurodollar Rate Segment, applicable) if the Administrative Agent Borrower elects to so capitalize such interest (and for the avoidance of doubt, all interest accruing on the Term Loan A shall make be paid in cash), (B) all interest accruing on the Term Loan B and/or any Delayed Draw L/C Loan during the period from October 1, 2024 through and including December 31, 2024 at a rate per annum of up to 4.50% may be paid by capitalizing such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior interest and adding such capitalized interest to the date that is then anticipated to be outstanding principal amount of the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in B or such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.Delayed Draw

Term Loan. (a) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, each Term Loan Lender agrees, severally agrees and not jointly, to make an advance of the Term Loan to Borrower on the Second Amendment Effective Date in the principal amount not to exceed its Pro Rata Term Share Loan Commitment. Amounts paid or prepaid in respect of the Term Loan may not be reborrowed. (b) Borrower hereby unconditionally promises to pay to the Borrower on Administrative Agent for the Closing Date, and from the Closing Date to the account of each Term Loan Maturity DateLender, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid advanced by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial each such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, Lender as provided herein. (bc) Not later than 1:00 P.M. New York timeBorrower agrees to pay to the Administrative Agent, for its own account, certain fees in the amounts separately agreed upon between the Borrower and the Administrative Agent (the “Second Amendment Administrative Agent Fees”). All Fees shall be paid on the Closing Datedates due, each Term Loan Lender shallin immediately available funds, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Once paid, none of the Fees shall be directed refundable under any circumstances. (d) The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date. (e) To request the Term Loan, Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent on or prior to the Second Amendment Effective Date. Such Borrowing Request shall be irrevocable and shall specify the following information: (i) the aggregate amount of such Borrowing; (ii) the date of such Borrowing, which shall be the Second Amendment Effective Date; and (iii) the location and number of Borrower’s account to which any portion of the Term Loans to be disbursed to Borrower are to be disbursed, which shall comply with the requirements of Section 2.04. The Term Loan shall be comprised entirely of ABR Loans on the Second Amendment Effective Date. (f) Notwithstanding anything to the contrary contained herein, the Term Loan may not be repaid pursuant to this Section 2.21(f) prior to the first anniversary of the Second Amendment Effective Date without the prior written consent of the Required Lenders. Thereafter, Borrower shall have the right at any time and from time to time to prepay the Administrative Agent’s Office and Term Loan, in whole or in part; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or, if less, the form outstanding principal amount of same day funds in Dollarsthe Term Loan. The amount so received by Borrower shall notify the Administrative Agent shall, subject to the terms and conditions by written notice of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing any prepayment of the Term Loan may hereunder not later than 11:00 a.m., New York City time, in the case of Eurodollar Loans, three Business Days before the date of prepayment and, in the case of ABR Loans, one Business Day before the date of prepayment. Each such notice shall be a Eurodollar Rate Segment, a Base Rate Segment, or bothirrevocable; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering or acquisition or sale, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the Borrower desires that any portion prepayment date, the principal amount of Term Loan to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the initial Borrowing amount of the Term Loan is advanced as a Eurodollar Rate Segmentsuch prepayment. Promptly following receipt of any such notice, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to advise the date that is then anticipated to be Lenders of the Closing Date, the Administrative Agent has received from the contents thereof. (g) Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory shall pay to the Administrative Agent that Agent, for the provisions account of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Term Loan Lenders, on the last day of each full fiscal quarter commencing with the first full fis- cal quarter ending after the Second Amendment Effective Date, or if any such date set forth in such is not a Business Day, on the immediately preceding Business Day, a principal amount of the Term Loan Interest Rate Selection notice any or all equal to 0.25% of the amounts specified in such aggregate principal amount of the Term Loan Interest Rate Selection Noticethen outstanding. To the extent not previously paid, the Term Loan shall be due and payable on the Term Loan Maturity Date. (h) Borrower shall make or cause to be made prepayments of the Term Loan (in accordance with Section 2.21(i)) from Net Cash Proceeds, Special Proceeds and from the proceeds of any Extraordinary Receipts, and, if the Term Loan shall have been paid in full, Borrower shall make or cause to be made prepayments from Net Cash Proceeds, Special Proceeds and from the proceeds of any Extraordinary Receipts of each Revolving Loan (and the Revolving Commitment shall be reduced dollar for dollar in connection with each such prepayment) in accordance with Section 2.10(e)), in each case as follows:

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Lender will make a loan to Borrower in an amount equal to $3,100,000 (the "Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share Loan"). No part of the Term Loan may, on the repayment thereof, be redrawn or reborrowed by a Borrower. The entire unpaid principal balance of, and accrued interest on, the Term Loan, if not sooner repaid, will be due and payable on the Termination Date with respect to the Borrower on Term Loan. Borrowers shall execute and deliver to Lender a Term Promissory Note in the form of Exhibit 2.2 (the "Term Loan Note"), dated as of the Closing Date, in the principal amount of $3,100,000, and from the Closing Date to bearing interest at such rates, and payable upon such terms, as specified in the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinNote. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant Subject to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Note and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation Borrowers may prepay the satisfaction of all applicable conditions Term Loan in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agentwhole or part at any time. The initial Borrowing Any prepayment of the Term Loan may will be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if applied to the Borrower desires that any portion last to mature of the initial Borrowing of payments required under the Term Loan is advanced Note. Except as a Eurodollar Rate Segmentprovided in the preceding sentence, no partial prepayment will change the due dates or the amount of the monthly principal payments otherwise required by the Term Loan Note. (c) In addition to the scheduled payments of principal on the Term Loan set forth in the Term Loan Note, the Administrative Agent following payments shall make such Borrowing be made to, or retained by, Lender and applied as a Eurodollar Rate Segment only if, not later than provided in Section 2.2(d): (i) Within three Business Days prior after the date of receipt thereof by any Loan Party, an amount equal to 100% of the Net Proceeds from any sale of any asset, including from the sale of the Cincinnati Facility as contemplated by Section 5.7 (exclusive of (A) sales of Inventory in the ordinary course of business or (B) sales or other dispositions of Equipment, the proceeds of which are used for the replacement of such Equipment as contemplated by Section 5.7); and (ii) Within three Business Days after the date of receipt thereof by any Loan Party, 100% of the Net Proceeds from any insurance or condemnation proceeds payable in respect of, or arising out of, any loss or damage to any of Borrower's properties (other than (A) dispositions of Equipment, which is the subject of an Event of Loss, in connection with the replacement of such Equipment as contemplated by Section 5.7 or (B) repairs or replacements of any Mortgaged Property, which is the subject of an Event of Loss, to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date extent set forth in the Mortgages). (d) With respect to mandatory prepayments described in Sections 2.2(c)(i) through 2.2(c)(ii), such prepayments shall, absent the occurrence and continuance of an Event of Default: (i) first, be applied to the remaining installments of principal under the Term Loan, in the inverse order of maturity, until the Term Loan Interest Rate Selection notice has been paid in full, (ii) second, at any or all time after the Term Loan shall have been repaid in full, such payments shall be applied to the outstanding balance of the amounts specified Revolving Loans, (iii) third, after the Revolving Loans have been paid in full, such payments shall be applied to cash collateralize outstanding Letter of Credit Obligations, and (iv) fourth, after all Letter of Credit Obligations are fully cash collateralized, in repayment of any of the other Obligations then due and payable, and the Revolving Commitment will, at Lender's sole option, be contemporaneously reduced by an amount deemed appropriate by Lender in the exercise of its discretion in good faith. Nothing in this Section 2.2 shall be construed to constitute Lender's consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents. No partial prepayment under Section 2.2(c) will change the due dates or the amount of the monthly principal payments otherwise required by the Term Loan Interest Rate Selection NoticeNote. (e) Within three Business Days after the date of receipt thereof by any Loan Party, the Loan Parties shall deliver to Lender: (i) 100% of the Net Proceeds payable under any Life Insurance, including any death benefit, (ii) an amount equal to 100% of: (A) any Net Proceeds from the issuance by Parent of any Ownership Interests after the Closing Date or (B) any dividend or distribution to a Loan Party from a Person other than a Loan Party, or (iii) 100% of the Net Proceeds from any Tax Refund. Such amounts shall, in each case, be applied by Lender to the Obligations as follows: (1) first, to the outstanding balance of the Revolving Loans, (2) second, after the Revolving Loans have been paid in full, such payments shall be applied to cash collateralize outstanding Letter of Credit Obligations, and (3) third, after all Letter of Credit Obligations are fully cash collateralized, in repayment of any of the other Obligations (other than the Term Loan absent the existence and continuation of an Event of Default) then due and payable, and the Revolving Commitment will, at Lender's sole option, be contemporaneously reduced by an amount deemed appropriate by Lender in the exercise of its discretion in good faith.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make a term loan to the Borrower, in dollars, on a single occasion on the Effective Date, in an advance aggregate principal amount not to exceed its Commitment at such time. Amounts prepaid or repaid in respect of Loans may not be reborrowed. (ii) Each Loan shall be made on the Effective Date as part of a Borrowing consisting of Loans made by the Lenders in accordance with their respective Applicable Percentages. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its Pro Rata Term Share obligations hereunder; provided that the Commitments are several and no Lender shall be responsible under this Agreement for any other Lender's failure to make Loans as required. (iii) Subject to Section 2.7 and Section 2.9, the Borrowings shall be comprised entirely of Eurocurrency Loans or ABR Loans, or a combination thereof, as determined by the Term Loan Borrower and notified to the Administrative Agent in accordance with Section 2.1(d). No Loan, including any Loan into which another Loan shall have been converted or continued under Section 2.3, shall be a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date (it being understood that in the event that the Borrower on has delivered an extension notice pursuant to Section 2.14 to extend the Closing Date, and Maturity Date from the Closing Date to the Term Loan Original Maturity Date, convert and continue Segments from time to time the First Extended Maturity Date, the Second Extended Maturity Date, the Third Extended Maturity Date, the Fourth Extended Maturity Date or the Fifth Extended Maturity Date, as applicable, Loans may be maintained as or converted into Eurocurrency Loans, at the option of the Borrower in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of day that is one (1) month prior to the Term Loan on Original Maturity Date, the Closing First Extended Maturity Date. Segments of , the Term Loan may be Base Rate Segments Second Extended Maturity Date, the Third Extended Maturity Date, the Fourth Extended Maturity Date or Eurodollar Rate Segments at the Borrower’s electionFifth Extended Maturity Date, as provided herein. (b) Not applicable, so long as in each case such maintenance as or conversion to a Eurocurrency Loan does not occur later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated one (1) month prior to be the Closing Sixth Extended Maturity Date, ). Each Lender at its option may make (or convert into or continue) any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make (or convert into or continue) such Loan; provided that any exercise of such option shall not affect the Administrative Agent has received from obligation of the Borrower a Term to repay such Loan Interest Rate Selection Notice in accordance with the terms of this Agreement; provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, together with the Borrower’s written acknowledgement in form including Section 2.11, and substance satisfactory no Lender shall make any such election if and to the Administrative Agent that extent the provisions of Section 4.05 hereof shall apply to any failure by same would cause the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeincrease its payment obligations hereunder.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make an Initial Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Term Commitment, which Initial Term Loans: (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.15(b); and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate amount of its Term Commitment. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallCommitment, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Extended Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Refinancing Term Loan is advanced Commitment, as a Eurodollar Rate Segmentapplicable. Amounts repaid or prepaid in respect of Initial Term Loans, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, Incremental Term Loans or Extended Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Each Term Loan Lender agrees, severally agrees and not jointly, to make an advance of its Pro Rata Term Share of the Term Loan lend to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time Borrowers in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York timeone draw, on the Closing Date, each its Pro Rata Share of such Term Loan Lender shallLender’s applicable Term Loan Commitment of the “Term Loan” in a principal amount equal to Seven Million Dollars ($7,000,000). Borrowers shall jointly and severally repay the Term Loan through periodic payments of principal (“Scheduled Installments”) equal to $79,000 each commencing on April 1, pursuant to 2011 and on each Interest Payment Date thereafter, and with a final payment of the terms and subject to entire remaining principal balance thereof on the conditions of this AgreementCommitment Termination Date; provided, however, the Borrowers may make any monthly principal payment in the amount of its Pro Rata $79,000 for any month during the period from the Third Amendment Date through March 1, 2011, that is not required by this Section 1.1(a) (any such non-required principal payment, a “Nonscheduled Payment”), any such Nonscheduled Payment to be applied to the Term Share Loan in the inverse order of maturities thereof. The principal balance of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to due and payable in its entirety on the Administrative Agent at the Administrative Agent’s Office Commitment Termination Date. Amounts borrowed under this Section 1.1(a) and shall repaid may not be in the form reborrowed. Payments of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions principal of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing each of the Term Loan may be shall reduce the Term Loan Commitment applicable to the Term Loan in the amount of any such payment. (a) (as amended, modified, extended, substituted or replaced from time to time, each a Eurodollar Rate Segment“Term Note” and, a Base Rate Segmentcollectively, or both; the “Term Notes”), and, except as provided that if in Section 1.7, all of the Borrowers shall jointly execute and deliver each Term Note to the applicable Term Loan Lender. Each Term Note shall represent the joint and several obligation of each Borrower desires that any to pay the amount of the applicable Term Loan Lender’s portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoLoan, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of interest thereon. (c) Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all 1.2(b) of the amounts specified Loan Agreement is hereby amended and restated in such Term Loan Interest Rate Selection Notice.its entirety as follows:

Term Loan. (a) Subject As a part of the Revolving Credit and subject to the its terms and conditions of this Agreementconditions, each Term Loan and relying upon the representations and warranties, set forth herein, the Lender severally agrees to make an advance of its Pro Rata up to eight (8) term loans (individually a “Term Share of Loan” and, collectively, the “Term Loan Loans”) to the Borrower on the Closing Date, and at any time or from the Closing Date time to time prior to the Term Loan Maturity Date, convert and continue Segments from time to time Commitment Expiration Date (the “Term Loan Commitment Period”) or until the Term Loan Commitment of the Lender shall have been terminated earlier in accordance with the terms hereof. The , in an aggregate principal amount of each Segment at any time outstanding not in excess of the Term Loan outstanding Commitment, provided, however, that no Term Loan shall be made if, after giving effect to such Term Loan, (i) the Aggregate TL Outstandings would exceed the Term Loan Commitment in effect at such time or (ii) Aggregate Outstandings would exceed the Maximum Revolving Credit Amount. Within the foregoing limits, the Borrower may borrow hereunder during the Term Loan Commitment Period, subject to the terms, provisions and limitations set forth herein. During the Term Loan Commitment Period, the Borrower may from time to time shall bear interest borrow, repay and reborrow Term Loans hereunder on or after the date hereof and at any time prior to the Term Loan shall be repayable as herein providedCommitment Expiration Date, subject to the terms, provisions and limitations set forth herein. No Except for borrowings which utilize the full remaining amount of the Term Loan repaid or prepaid by Commitment, each borrowing of a Term Loan shall be in a minimum principal amount of $500,000 and reduce the Borrower may be reborrowed hereunder, and no subsequent advance availability under the Term Loan Facility shall be allowed after the initial Commitment by an amount equal to such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoan. (b) Not later than 1:00 P.M. New York The agreement of the Lender to make new Term Loans pursuant to this Section 2.16 shall automatically terminate on the Term Loan Commitment Expiration Date. (c) Each Term Loan by the Lender to the Borrower shall be evidenced by a promissory note of the Borrower substantially in the form attached hereto as Exhibit F (each as may be amended, restated, supplemented or modified, from time to time, on individually a “Term Loan Note” and, collectively, the Closing Date“Term Loan Notes”), each Term Loan Lender shallappropriately completed, pursuant duly executed and delivered on behalf of the Borrower and payable to the terms and subject order of the Lender in a principal amount equal to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received made by the Administrative Agent shall, subject Lender advanced on the applicable Borrowing Date. Each Term Loan Note shall evidence Borrower's unconditional obligation to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of repay Lender for the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the referenced therein. Each Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent Note shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to Lender and shall (a) be stated to mature on the Administrative Agent applicable Term Loan Maturity Date, (b) bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding as provided in Section 2.5(a) and (c) be payable in such number of consecutive equal monthly installments so that the provisions amount of Section 4.05 hereof such Term Loan shall apply be fully amortized by the applicable Term Loan Maturity Date and such installments shall commence on the first day of the month following the Borrowing Date of such Term Loan and on the first day of each month thereafter, provided that the outstanding principal amount of each Term Loan shall be due and payable on the applicable Term Loan Maturity Date, together with interest thereon as of such date. Lender is authorized to record the date, type and amount of each Term Loan and the date and amount of each payment or prepayment of principal of each Term Loan in the Lender’s records or on the grid schedule annexed to the applicable Term Loan Note; provided, however, that the failure of the Lender to set forth each such Term Loan, payment and other information shall not in any failure by manner affect the obligation of the Borrower to borrow on repay each Term Loan made by the date set forth Lender in accordance with the terms of such Term Loan Interest Rate Selection notice any or all Note and this Agreement. Each Term Loan Note, the grid schedule and the books and records of the amounts specified Lender shall constitute conclusive evidence of the information so recorded absent manifest error. (n) Section 4.7 of the Agreement is hereby amended to add the text “and Term Loans” after the text “Advances”. (o) Section 4.8 of the Agreement is hereby amended to (i) add the text “and Term Loans” after each reference to “Advances” in such Term Loan Interest Rate Selection Notice.the heading and first line thereof, (ii) delete the period at the end of subsection “(f)” thereof and replace it with the text “and” and (iii) to add a new subsection “(g)” at the end thereof as follows:

Term Loan. (a) Subject to On the Effective Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date, and from the Closing Effective Date up to the entire amount of each Lender’s Term Loan Maturity DateCommitment; (ii) once prepaid or repaid, convert may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and continue Segments from time to time maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender up to the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) On the Fourth Amendment Effective Date, subject to the terms and conditions contained herein, in the Fourth Amendment and in the other Financing Agreements, each Term Loan Lender party to this Agreement on such date severally (and not jointly) agrees to make an additional term loan to Borrowers in an amount equal to such Term Loan Lender’s Pro Rata Share of $37,500,000 (collectively referred to hereinafter as the “Term Loan”). Except as Agent and Term Loan Lenders may otherwise agree, each Term Loan Lender shall make the amount of such Term Loan Lender’s Term Loan available to Agent in immediately available funds by no later than 12:00 noon New York time on the Fourth Amendment Effective Date. After Agent’s receipt of the proceeds, Agent shall make the proceeds of the Term Loan available to Borrowers as provided in Section 6.5 hereof. The Term Loan shall be (i) repaid, together with all accrued and unpaid interest thereon and all other Obligations outstanding with respect thereto (other than contingent indemnification obligations and other contingent Obligations related thereto which expressly survive the repayment of the Term Loan), in accordance with this Agreement, any Registered Term Note, and the other Financing Agreements, and (ii) secured by all of the Collateral. (b) The proceeds of the Term Loan, together with cash held by Borrowers, shall be used on the Fourth Amendment Effective Date to repay in full the Existing Term Loan and all accrued interest and fees related thereto. Borrower hereby authorizes and directs the disbursement of the proceeds of the Term Loan, together with cash it has in its deposit accounts on the Fourth Amendment Effective Date, to make the payments to the parties set forth on Exhibit B to the Fourth Amendment. (c) On and after the Fourth Amendment Effective Date, the principal amount of the Term Loan shall be repaid in thirteen (13) consecutive quarterly installments (or earlier as provided herein) payable on the first day of each calendar quarter commencing April 1, 2006, of which (i) the first twelve (12) installments shall each be in the amount of $1,500,000 and (ii) the last installment shall be in the amount of the entire unpaid principal amount of the Term Loan, together with all accrued and unpaid interest thereon and all other Obligations with respect thereto (other than contingent indemnification obligations and other contingent Obligations related thereto which expressly survive the repayment of the Term Loan), shall be due and payable on the earlier of (A) the Term Loan Maturity Date, or (B) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. Subject to the provisions of Sections 2.6(d) and (e) below, the Term Loan may be prepaid in whole or in part at any time without premium or penalty, but once repaid may not be reborrowed. (d) Borrowers may, at their option, make a prepayment of all or any portion of the outstanding balance of the Term Loan: (i) so long as: (A) at all times during the thirty (30) day period immediately prior to such payment and after giving effect to such payment, Borrowers have Excess Availability plus Qualified Cash of no less than $40,000,000; (B) Borrowers’ EBITDA for the twelve (12) month period most recently ended is $55,000,000 or more; and (C) both before and after giving effect to such payment, no Default or Event of Default exists or would occur; (ii) with the net cash proceeds of any issuance or sale of, or capital contribution in respect of, any Capital Stock of NY&Co after the date hereof in each case, to the extent the transaction giving rise to such proceeds is not prohibited under the terms of the Financing Agreements or is otherwise consented to by Agent in writing; or (iii) with the net cash proceeds of a refinancing of the Term Loan on terms and conditions satisfactory to Agent. (e) Agent, on behalf of Borrowers, agrees to record the Term Loan on the Register. The Term Loan recorded on the Register (the “Registered Term Loan”) may not be evidenced by promissory notes other than a Registered Term Note (as defined below). Upon the registration of a Term Loan, any promissory note (other than a Registered Term Note) evidencing the same shall be null and void and shall be returned to Borrowers. Borrowers agree, at the request of the Required Term Loan Lenders, to execute and deliver to Term Loan Lenders a promissory note in registered form to evidence such Registered Term Loan (i.e., containing registered note language) and registered as provided in Section 14.7(b) hereof (a “Registered Term Note”), payable to the order of each Term Loan Lender and otherwise duly completed. Once recorded on the Register, the Obligations evidenced by such Registered Term Note may not be removed from the Register so long as it remains outstanding, and a Registered Term Note may not be exchanged for a promissory note that is not a Registered Term Note. (f) Within ten (10) days following the receipt by Borrowers of the Net Cash Proceeds from the incurrence or issuance by Borrowers of any Indebtedness for borrowed money described in clause (a) of the definition of Indebtedness on or after the date of the Fourth Amendment (which shall exclude for purposes of this Section 2.3(f) the Indebtedness permitted under Sections 9.9(e), (f), (g), (h) and (i)), Borrowers shall, absolutely and unconditionally and without notice or demand, prepay the then outstanding principal amount of the Term Loan in an amount equal to fifty (50%) percent of the amount by which such Net Cash Proceeds exceed $20,000,000; provided, that, in the event that all or a portion of the Net Cash Proceeds from the incurrence or issuance of such Indebtedness is used by Borrowers to build a distribution center, such prepayment shall be in an amount equal to fifty (50%) percent of the amount by which such Net Cash Proceeds exceed the sum of (x) the amount of such Net Cash Proceeds used by Borrowers to build such distribution center (up to $30,000,000), and (y) $20,000,000. (g) Within ten (10) days following the receipt by Borrowers of the Net Cash Proceeds from the sale by Borrowers of any assets or properties of Borrowers (other than as permitted in Section 9.7(b) hereof) on or after the date of the Fourth Amendment, Borrowers shall, absolutely and unconditionally and without notice or demand, prepay the then outstanding principal amount of the Term Loan in an amount equal to fifty (50%) percent of the amount of such Net Cash Proceeds; provided, that, (i) in the event of a sale of the trademarks listed on Exhibit C to the Fourth Amendment, such prepayment shall be in an amount equal to such percentage of the Net Cash Proceeds in excess of $5,000,000; and (ii) so long as no Default or an Event of Default has occurred and is continuing, on the date any Borrower receives Net Cash Proceeds from the sale of any Equipment or Real Property of such Borrower, such Net Cash Proceeds may, at the option of such Borrower, be applied to acquire replacement property or assets of a like kind to the property or assets so disposed, provided, that (A) Agent shall have a first priority, valid and perfected security interest in such replacement property or assets, and (B) such Borrower shall deliver to Agent a certificate within ten (10) days after the date of receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to acquire such replacement property or assets of a like kind to the property or assets so disposed within one hundred eighty (180) days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth an estimate of the Net Cash Proceeds to be so expended), (C) if all or any portion of such Net Cash Proceeds are not so used within such one hundred eighty (180) day period, such unused Net Cash Proceeds shall be applied to prepay the Term Loan and the Obligations related thereto in accordance with this Section 2.3(g), and (D) pending such reinvestment, such Net Cash Proceeds shall be applied as a prepayment of Revolving Loans. (h) In the event that at any time on or after July 1, 2006 (i) the sum of Borrowers’ Excess Availability and Qualified Cash is at any time less than $50,000,000, and (ii) EBITDA of Borrowers when calculated for the twelve (12) consecutive fiscal month period most recently ended for which Agent has received financial statements of Borrowers is less than $65,000,000, within ten (10) days thereafter, Borrowers shall, absolutely and unconditionally without notice or demand, prepay the then outstanding principal amount of the Term Loan in an amount such that, after giving effect thereto, the outstanding principal amount of the Term Loan shall be equal to $25,000,000, provided, that, (A) in the event that as of any date that such mandatory prepayment is due as set forth above, the conditions to optional prepayments by Borrowers in respect of the Term Loan set forth in Section 2.3(d)(i) above would not be satisfied after giving effect to such mandatory prepayment, then payments in respect of such mandatory prepayment shall instead be due and payable on each date thereafter that all or any portion of such mandatory prepayment otherwise due on the date set forth above may be made to the extent that after giving effect thereto the conditions to optional prepayments in Section 2.3(d)(i) would be satisfied, and Borrowers shall make such payments in respect of such mandatory prepayment until the aggregate amount of all of such payments equals the amount required to have been paid as of the original due date for such mandatory prepayment; (B) in the event that Borrowers are not required to make a mandatory prepayment under this Section 2.3(h) on the due date as set forth above, then on and after such due date, the amount of the minimum Excess Availability that Borrowers are required to maintain under Section 9.17 hereof shall be increased by the amount of the mandatory prepayment that would have otherwise been paid under this Section 2.3(h) on the such due date, provided, that, (1) the amount of the minimum Excess Availability required to be maintained under Section 9.17 shall thereafter be reduced to the extent of payments received by Agent in respect of such mandatory prepayment as provided in clause (A) above, and (2) in no event shall the amount of the minimum Excess Availability that Borrowers are required to maintain under Section 9.17 hereof be reduced to less than $7,500,000. (i) Each such prepayment required pursuant to clauses (f) and (g) of this Section 2.3 shall be accompanied by a certificate signed by each Borrower’s chief financial officer certifying the manner in which the Net Cash Proceeds from the transactions described in (f) and (g) of this Section 2.3 and the resulting prepayment were calculated. (j) Each prepayment of principal under this Section 2.3 shall be made together with accrued and unpaid interest thereon to the date of such prepayment. Each prepayment set forth in this Section 2.3 shall be applied against the remaining installments (if any) of principal due on the Term Loan in the inverse order of maturity, and to the extent that the Term Loan has been repaid in full, Agent shall apply such amounts to the Obligations, whether or not then due, in such order or manner as Agent shall determine, or at Agent’s option, to be held as cash collateral for the Obligations. Nothing contained in this Section 2.3 shall be construed to constitute a consent, implied or otherwise, to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.”

Term Loan. (a) Subject Borrower may, upon at least 5 Business Days prior written notice to Agent, prepay the terms and conditions principal of this Agreementthe Term Loan, each in whole or in part. If prior to an Application Event any Lender holding the Term Loan Lender severally agrees waives in writing its right to make an advance of its Pro Rata Term Share any prepayment of the Term Loan described in the foregoing sentence, Agent will remit such amount when received, ratably, to the Borrower on the Closing Date, and from the Closing Date to all other Lenders holding the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of until the Term Loan outstanding hereunder from time held by such Lenders have been paid in full in cash. Each prepayment made pursuant to time this Section 2.12(c)(ii) shall bear be accompanied by the payment of accrued interest and to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in the inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall be repayable as herein constitute an installment); provided. No amount , however, that notwithstanding the foregoing if no Default or Event of Default exists at the Term Loan repaid or prepaid by the time of such prepayment, Borrower may designate any such optional prepayment to be reborrowed hereunder, and no subsequent advance under applied to future installments in direct order of maturity (to be applied first to the Term Loan Facility shall be allowed after the initial such advance of the Term Loan installment due on the Closing Date. Segments date closest to the date of the Term Loan such prepayment); provided further that no more than 4-quarterly installments in direct order of maturity may be Base Rate Segments or Eurodollar Rate Segments at so designated in any 4-quarter period. Any such notice of prepayment will be irrevocable, provided, however, that notwithstanding the Borrower’s electionforegoing, as provided herein. (b) Not later than 1:00 P.M. New York time, on Borrower may rescind one such notice during the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions term of this Agreement, make Agreement so long as: (A) the amount notice of its Pro Rata Term Share rescission is in writing and signed by Borrower; (B) the notice of the Term Loan available rescission is received by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three least 2 Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on set forth as the date set forth of any such prepayment in such Term Loan Interest Rate Selection notice; (C) no Default or Event of Default exists at the time such notice of rescission is received by Agent; and (D) no other notice of rescission has at any or all of the amounts specified in such Term Loan Interest Rate Selection Noticetime been delivered by Borrower.

Term Loan. (a) Subject to Each Lender severally agrees on the terms and conditions set forth in this Agreement to make Advances to the Borrower (upon request of the Borrower pursuant to this Agreement, each ) on the Commitment Termination Date in an amount up to the sum of (i) the outstanding principal amount of the Advances made by such Lender to the Borrower and outstanding as of the opening of business on the Commitment Termination Date plus (ii) the amount available to be borrowed as Advances from such Lender as of the opening of business on the Commitment Termination Date. The aggregate of such Advances is collectively called the “Term Loan”. (b) The Term Loan Lender severally agrees shall be made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Borrower in the form of a Notice of Term Loan Borrowing (a “Notice of Term Loan Borrowing”), in substantially the form of Exhibit A-3 hereto (which notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time not less than three (3) Business Days prior to make an advance of its Pro Rata Term Share the Commitment Termination Date), specifying: (A) the amount of the Term Loan to which shall be in a principal amount not more than the Borrower sum of (i) the aggregate principal amount of the Advances which will be outstanding as of the opening of business on the Closing Commitment Termination Date, and plus (ii) the amount available to be borrowed from the Closing Date to Lenders as of the opening of business on the Commitment Termination Date; (B) whether the Term Loan Maturity Dateis to be comprised of Base Rate Advances or Eurodollar Rate Advances, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of such Advances; and (C) the Term Loan outstanding hereunder from time Interest Period(s) applicable to time shall bear interest and the Advances included in such notice; provided that the Term Loan shall be repayable made only if (a) the Borrower, in accordance with Section 2.16, shall have requested that the then current Commitment Termination Date be extended and (b) on and as herein of the date on which the Term Loan is made (i) there has been no material adverse change in the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries since December 31, 2002 and (ii) the statements in 3.02(i) and (ii) are true and correct; provided. No amount , further, that if the Term Loan is made no Commitment Termination Date of any Lender shall be extended. (c) The proceeds of the Term Loan repaid or prepaid made by the Borrower may Lenders, to the extent required, will be reborrowed hereunder, and no subsequent advance under used to pay the Term Loan Facility shall be allowed after the initial such advance principal amount of the Term Loan Advances made by the Lenders outstanding as of the opening of business on the Closing Commitment Termination Date. Segments .” H. Article II of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinExisting Credit Agreement is hereby amended by deleting Section 2.19 in its entirety. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to On the ThirdFourth Amendment Effective Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Initial Term Loan to the Parent Borrower pursuant to such Lender’s Initial Term Commitment, which Initial Term Loans: (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date, and from the Closing ThirdFourth Amendment Effective Date in an amount up to the entire amount of each Lender’s Initial Term Loan Maturity DateCommitment and, convert if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and continue Segments from time without further action on the ThirdFourth Amendment Effective Date after giving effect to time the funding of such Lender’s Initial Term Commitment on such date; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13; and (vi) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Initial Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in the Notice of Borrowing, and if less than any Lender’s Term Commitment, such Lender’s Term Commitment shall bear interest terminate immediately and without further action on the closing date related thereto, after giving effect to the funding of such Lender’s Term Commitment on such date. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Commitment, Extended Term Loan repaid Commitment or prepaid by the Borrower may be reborrowed hereunderRefinancing Term Loan Commitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreementset forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Parent Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallCommitment, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Extended Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Refinancing Term Loan is advanced Commitment, as a Eurodollar Rate Segmentapplicable. Amounts repaid or prepaid in respect of Initial Term Loans, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only ifIncremental Term Loans, Extended Term Loans or Refinancing Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrowers in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan Amount by making the amount of such Lender’s Pro Rata Share of the Term Loan Amount available to \66176107.6 Agent in immediately available funds, to the Borrower Deposit Account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, and from Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Closing DateTerm Loan made by it be evidenced by one or more promissory notes. Segments In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Commitments and Term Loan Lender shall, pursuant evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share order of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepayee named therein.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower a term loan on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time Borrower in accordance with the terms hereof. The original principal amount of its Term Loan Commitment (the “Term Loan”). The obligations of each Segment Term Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 2.1 (b)(i) (each a “Term Note” and collectively the “Term Notes”), and the Borrower shall execute and deliver a separate Term Note to each Term Lender in the original amount of each Lender’s Term Loan Commitment. Each Term Note shall represent the obligation of the Borrower to pay the applicable Term Lender’s Term Loan Commitment, together with interest thereon as prescribed in Section 2.4. Notwithstanding the foregoing, the Term Loan shall constitute a re-finance of the existing term loan to the Borrower by the Administrative Agent under the Existing Credit Facilities, and the Term Lenders shall only be required to advance additional funds in respect of the Term Loan Commitment such that the aggregate amount of the term loans do not exceed $35,000,000. (ii) The Borrower shall repay the principal amount of the Term Loan in consecutive quarterly installments due on the last business day of December, March, June, and September of each year, the first such installment commencing on March 31, 2005, in the amount of $250,000.00, thereafter continuing on each quarterly installment date with payments on each such date in the amount of $1,750,00.00, and with a final installment of all remaining principal, and accrued and unpaid interest, due on November 4, 2009. (iii) Notwithstanding the foregoing clause (ii), the aggregate outstanding hereunder from time to time shall bear interest and principal balance of the Term Loan shall be repayable as herein provided. No amount due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. (iv) Each payment of principal with respect to the Term Loan repaid shall be paid to Administrative Agent for the ratable benefit of each Term Lender making or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under holding the Term Loan Facility shall be allowed after the initial Loan, ratably in proportion to each such advance of the Term Lender’s respective Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinCommitment. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. The Company hereby unconditionally promises to pay to Agent for the account of each Lender the outstanding principal balance of the Term Advance as follows: (ai) Subject In monthly installments on the fifteenth day of each month commencing October 15, 2008, in the amount of $400,000 is due. On March 15, 2009 an additional payment of $3,900,000 is due. (ii) All prepayments of principal with respect to the terms Term Notes shall be applied to the most remote principal installment or installments then unpaid. (iii) On the applicable Maturity Date, the entire unpaid principal balance of the Term Notes and conditions of all unpaid interest accrued thereon shall also be fully due and payable in cash only. Each payment date stated in (i) and (iii) above is hereinafter referred to as a “Term Loan Payment Date”). Notwithstanding anything to the contrary in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share amounts due under Section 2.3(b)(i) may, at the option of the Term Loan to the Borrower on the Closing DateCompany, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time be made in accordance with the terms hereof. The principal amount of each Segment common stock of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and Company subject to the satisfaction of the conditions in the immediately following sentence. When making any payment under Section 2.3(b)(i) using common stock of this Agreementthe Company, make the amount value of each such share of stock shall be determined based on ninety five percent (95%) of the Volume-Weighted Average Price for such stock for the five (5) Business Days immediately prior to the date such payment is due pursuant to Section 2.3(b)(i) (“Term Loan VWAP Measurement Period”); provided, that no payment under Section 2.3(b)(i) may be made using common stock of the Company unless the following conditions have been satisfied: (A) the Company shall have given the Agent notice of its Pro Rata Term Share of the Term Loan available by wire transfer intention to the Administrative Agent. Such wire transfer make such payment using common stock, which notice shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallirrevocable, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not no later than three six (6) Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Payment Date; (B) the common stock used for payment shall be immediately transferable without restriction, subject to applicable securities laws, provided that prior to the Term Loan Payment Date Borrower has provided Company with respect thereto, together with the Borrower’s written acknowledgement a certificate customary for sales under Rule 144 and a Legal Opinion in form and substance satisfactory acceptable to Company opining that Borrower may immediately sell such shares in accord with Rule 144 (and if such opinion and certificate is not received by the Company prior to the Administrative Term Loan Payment Date and the Company does not have an effective shelf registration statement on file with SEC with sufficient availability there under, then shares issued in payment will be restricted shares or Lenders may instead choose to require the Company to add such payment to the outstanding principal amount by providing the Company with written notice thereof at least one (1) business day prior to the Term Loan Payment Date); (C) the Company has the ability to choose to delay the scheduled amortization payment by providing the Agent that written notice thereof at least six (6) business days prior to the provisions of Section 4.05 hereof Term Loan Payment Date, however the Company may not choose to delay such payment for more than two (2) consecutive months and may not choose to delay any such payment while an election is in effect for two (2) previous payments; (D) the common stock used for payment shall apply be delivered to any failure by the Borrower to borrow Agent on the date set forth Term Loan Payment Date; and (E) if the Volume-Weighted Average Price for such stock for the first three (3) days of the Term Loan VWAP Measurement Period is less than $0.50 per share the Lenders may instead choose to require the Company to add such payment to the outstanding principal amount by providing the Company with written notice thereof at least one (1) business day prior to the Term Loan Payment Date. Notwithstanding anything in this Section 2.3(b) to the contrary, in the event the Company at the time of a Term Loan Payment Date is not able to make a payment under Section 2.3(b)(i) using common stock of the Company under the Marketplace Rules of the Nasdaq Stock Market, any principal payment due on such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticePayment Date shall be due and payable on August 1, 2009.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan in US Dollars to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s 's election, as provided herein. (b) Not later than 1:00 P.M. New York time, p.m. on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s 's Office and shall be in the form of same day funds in US Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the a Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s 's written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 3.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice Notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject 4.1 Each Borrower hereby agrees to execute and deliver to the terms and conditions of this Agreement, each Agent the Term Loan Lender severally agrees Note to make an advance of its Pro Rata Term Share of evidence the Term Loan to be extended by the Borrower on Lenders. 4.2 Upon receipt of such Term Note and the Closing Datesatisfaction of the conditions precedent set forth in Section 2 hereof, and from the Closing Date Lenders hereby agree to extend to the Borrowers the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. Loan. 4.3 The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable repaid to the Agent by the Borrowers by twenty-one (21) equal quarterly principal installments of $290,909 each, followed by (ii) one (1) installment of principal of $290,911, whereof the first installment shall be due and payable on October 1, 2004 and the subsequent installments shall be due and payable on the first Business Day of each calendar quarter thereafter until paid in full. 4.4 In the event this Financing Agreement or the Line of Credit is terminated by either the Lenders or the Borrowers for any reason whatsoever, the Term Loan shall become due and payable on the effective date of such termination notwithstanding any provision to the contrary in the Term Note or this Financing Agreement. 4.5 The Borrowers may prepay at any time, at their option, in whole or in part, the Term Loan, provided that on each such prepayment, the Borrowers shall pay accrued interest on the principal so prepaid to the date of such prepayment. 4.6 Except as herein provided. No amount provided in Paragraph 6.4 of Section 6 and Paragraph 7.5 of Section 7 of this Financing Agreement, if any Borrower sells any of the Equipment, or if any of the Collateral is lost or destroyed or taken by condemnation, such Borrower shall pay to the Agent for the benefit of the Lenders, unless otherwise agreed by the Agent, as and when received by such Borrower and as a mandatory prepayment of the Term Loan repaid Loan, a sum equal to the proceeds (including insurance payments) received by such Borrower from such sale, loss, destruction or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under condemnation. 4.7 Each prepayment of principal (whether voluntary or mandatory) on the Term Loan Facility shall be allowed after applied to the initial such advance then last maturing installments of principal of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoan. (b) Not later than 1:00 P.M. New York time, on 4.8 The Borrowers hereby authorize the Closing Date, each Term Agent to charge the Revolving Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make Account with the amount of its Pro Rata Term Share of all Obligations owing under this Section 4 as such amounts become due. The Borrowers confirm that any charges which the Term Loan available by wire transfer Agent may so make to the Administrative Agent. Such wire transfer shall Revolving Loan Account as herein provided will be directed made as an accommodation to the Administrative Agent Borrowers and solely at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice's discretion.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan Lender shall, to the Borrowers pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrowers, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term Share of a term loan (collectively, the “Term Loan to the Borrower B”) on the Closing Date, and from the Closing Date to Borrower in the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The original principal amount of its Term Loan B Commitment. The obligations of each Segment Term B Lender hereunder shall be several and not joint. The Term Loan B shall be evidenced by promissory notes substantially in the form of Exhibit 1.1 (a) (each a “Term B Note”, collectively the “Term B Notes”), and, except as provided in Section 1.12, Borrower shall execute and deliver each Term B Note to the applicable Term B Lender. Each Term B Note shall represent the obligation of Borrower to pay the amount of the applicable Term B Lender’s Term Loan outstanding hereunder from time to time B Commitment, together with interest thereon as prescribed in Section 1.5. (b) Borrower shall bear interest and repay the Term Loan shall be repayable as herein provided. No principal amount of the Term Loan repaid or prepaid by B in quarterly installments on the Borrower may be reborrowed hereunderfirst day of January, April, July and no subsequent advance under October of each year, commencing October 1, 2007, each installment (other than the final installment) in the amount of $225,000 and the final installment due on the Term Loan Facility B Maturity Date shall be allowed after in an amount equal to the initial such advance remaining principal balance of the Term B Loan. (c) The aggregate outstanding principal balance of the Term Loan B shall be due and payable in full in immediately available funds on the Closing Date. Segments of the Term Loan B Maturity Date, if not sooner paid in full. No payment with respect to the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (bd) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant Each payment of principal with respect to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer B shall be directed paid to Agent for the Administrative Agent at the Administrative Agentratable benefit of each Term B Lender, ratably in proportion to each such Term B Lender’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the respective Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeB Commitment.

Term Loan. (a) Subject to at the terms and conditions option of this Agreementthe Administrative Borrower, each the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may if the Administrative Borrower elects to so capitalize such interest, which election, in the case of each of the foregoing clauses (ii) through (v), (A) shall be automatically deemed made on the Effective Date for each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Borrower not less than 5 Business Days prior to (1) if a Eurodollar SOFR Loan, the commencement of the relevant Interest Period or (2) if a Reference Rate SegmentLoan, the last Business Day of each Fiscal Quarter of the Parent and its Subsidiaries. Any interest to be so capitalized pursuant to this clause (b) shall be capitalized on (x) if a Base Rate SegmentSOFR Loan, the last day of the applicable Interest Period with respect thereto, or both; provided that (y) if a Reference Rate Loan, the Borrower desires that any portion last Business Day of each Fiscal Quarter of the initial Borrowing Parent and its Subsidiaries and, in each case, added to the then outstanding principal amount of the Term Loan is advanced and, thereafter, shall bear interest as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing provided hereunder as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all if it had originally been part of the amounts specified in such outstanding principal of the Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (a) Subject to Each Borrower shall pay interest on the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance amount of its Pro Rata Term Share portion of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments Loans outstanding from time to time in accordance with from the terms hereof. The principal amount Initial Borrowing Date until the Maturity Date of each Segment of the such Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoan. (b) Not later than 1:00 P.M. New York time, on the Closing Date, The initial Interest Period with respect to each Term Loan Lender shall, pursuant to shall begin on the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Initial Borrowing Date and shall be in the form of same day funds in Dollarsone Business Day's duration. The amount so received by second and third Interest Periods with respect to each Term Loan shall also be of one Business Day's duration. The fourth Interest Period with respect to each Term Loan shall begin on the Administrative Agent shall, subject to date on which the terms third Interest Period ends (without duplication of interest) and conditions of this Agreement, including without limitation shall end on the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery 23rd day of the proceeds thereof as shall be directed by calendar month in which the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the such Term Loan is advanced as a Eurodollar Rate Segmentmade. Thereafter, until September 23, 2000 each Interest Period in respect of such Term Loan shall be of one month's duration and end on the Administrative 23rd day of each calendar month. Thereafter, each Interest Period thereafter shall be one (1), two (2), three (3) or six (6) months at the option of the Borrowers notified to the Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three at least five (5) Business Days prior to the date commencement of such Interest Period; it being specified that is then anticipated to be the Closing Date, the Administrative Agent if more than one Borrower has received from the Borrower made a Borrowing under a Term Loan Commitment, both Borrowers must select the same duration for each Interest Rate Selection Notice Period throughout the life of such Term Loan. Each Interest Period shall begin on the last day of the previous Interest Period (without duplication of interest). In the event that the Borrowers fail to notify the Agent of its election on the specified date, the Interest Period shall be of six (6) months or such shorter period as shall be necessary to comply with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof 3.1.1(a). (c) The Term Loans shall apply bear interest, for any Interest Period, at a rate equal to any failure by LIBOR for USD, in the Borrower case of the Tranche B-2 Loan and EURIBOR, in the case of the Tranche A Loan and the Tranche B-1 Loan, for the relevant Interest Period (provided that in case of an Interest Period having a length which does not correspond to borrow a period for which LIBOR or EURIBOR is published on Reuters Monitor Money Rates Service, the date set forth applicable LIBOR or EURIBOR (as the case may be) shall be the rate which is the linear interpolation of LIBOR or EURIBOR (as the case may be) for the closest shorter and longer periods with respect to the non-corresponding period or, if the relevant Interest Period is less than seven days, the USD Overnight Rate in such the case of the Tranche B-2 Loan and EONIA, in the case of the Tranche A Loan and the Tranche B-1 Loan, plus the Term Loan Margin (as defined below) plus the Mandatory Cost Rate (if any). (d) The margin for each Term Loan (the "Term Loan Margin") shall be one and nine tenths percent per annum (1.90% p.a.) until the first Term Loan Interest Rate Selection notice any or all Payment Date following the date on which the Consolidated Leverage Ratio and the Consolidated Debt to Equity Ratio for the Test Period ending on June 30 2001 have been delivered to the Agent in accordance with Section 12.1.1(c). Thereafter, the Term Loan Margin shall be calculated by the Agent every six (6) months within three (3) Business Days following the delivery date of the amounts specified Consolidated Leverage Ratio and Consolidated Debt to Equity Ratio to the Agent for the most recent Test Period in accordance with Section 12.1.1(c) and shall be adjusted on the basis of such Consolidated Leverage Ratio and Consolidated Debt to Equity Ratio delivered for such most recent Test Period, as set forth below: Term Loan Consolidated Debt to Consolidated Leverage Margin p.a. Equity Ratio ("DER") Ratio ("LR") ----------- -------------------- ------------ 1.90% if DER=> 1.10 x and LR => 3.00 x 1.60% if 0.90<= DER<1.10 x and 2.50 <= LR < 3.00 x 1.20% if 0.75<= DER<0.90 x and 2.20 <= LR < 2.50 x 0.90% if 0.60<= DER<0.75 x and 2.00 <= LR < 2.20 x 0.70% if DER < 0.60 x and LR < 2.00 x provided that (i) the Term Loan Margin so calculated shall apply as from the first Interest Rate Selection NoticePeriod following the date of its calculation by the Agent, (ii) if the ratios calculated for any Test Period for the Consolidated Leverage Ratio and the Consolidated Debt to Equity Ratio would result in different Term Loan Margins, then the Term Loan Margin shall be the higher of such two margins, (iii) if the Agent has not received the Consolidated Leverage Ratio and the Consolidated Debt to Equity Ratio for the most recent Test Period as provided in Section 12.1.1(c), the applicable Term Loan Margin shall be one and nine tenths percent per annum (1.90% p.a.) as of the first Interest Period following the date on which such ratio should have been received, and (iv) if an Event of Default occurs, the Term Loan Margin shall be one and nine tenths percent per annum (1.90% p.a.) as of the date of such Event of Default and until the first Interest Period following the date on which such Event of Default will have been remedied.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each the Lender hereby agrees to extend to the Borrower a Term Loan repayable in the principal amount of $9,000,000. Notwithstanding such stated principal amount and the stated principal amount of the Term Note, the Lender severally agrees shall only be required to make an advance fund to the Borrower the principal sum of its Pro Rata $8,000,000 in respect of the Term Share Loan, and the $1,000,000 difference shall be treated as original issue discount. The $8,000,000 fundable amount of the Term Loan to the Borrower shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed. (b) The Term Loan shall be repayable in accordance with the schedule of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan (i) in full upon the consummation of any Sale, convert and continue Segments (ii) in part from time to time in the event and to the extent of thirty (30%) percent of any and all Qualified Proceeds received by the Borrower or any Subsidiary from time to time. With respect to any prepayment under the foregoing clause (ii), same shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or ninety (90) days (plus such reasonable extension, not to exceed 90 repeat days, as may be required to obtain any required regulatory approvals) after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds have not been applied to the purchase price and/or related expenses of a consummated business acquisition), and shall be applied to the principal of the Term Note in inverse order of maturity. (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears on the first day of each Segment calendar month and on the Term Note Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower and CPR hereby authorize the Lender to collect any and all such interest and any principal amounts due and payable from the Lockbox and/or charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loan; provided, however, that (i) if and to the extent that the Lender makes any such charge to the Borrower’s revolving credit loan accounts at any time and from time to time shall bear interest and for the Term Loan shall be repayable as herein provided. No amount payment of the principal of the Term Loan Loan, the Lender shall promptly thereafter cause such additional Advances to be repaid or prepaid by applying any collected balances in the Lockbox, to the extent of such collected balances, and (ii) the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time such interest and/or principal is due and payable). (d) Unless sooner due and payable by reason of an Event of Default hereunder having occurred and having been continuing at the time of acceleration, the Borrower may be reborrowed hereunder, and no subsequent advance under shall pay to the Term Loan Facility shall be allowed after Lender all of the initial such advance then-outstanding Obligations in respect of the Term Loan on the Closing Term Note Maturity Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (be) Not later than 1:00 P.M. New York time, on the Closing Date, each The Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received evidenced by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer a secured Term Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Lender or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeregistered assigns.

Term Loan. (a) Subject Borrower has requested, and Lender has agreed to provide, a term loan in the sum of Nine Hundred Thousand Dollars ($900,000.00) (the "Term Loan") to finance, in part, the acquisition by Borrower of assets of The Arnoxx Xxxxxx Xxxf Company, a Tennessee corporation (the "Palmxx Xxxpany"), including its operating division known as NancyLopezGolf(TM), pursuant to an Asset Purchase Agreement by and between Borrower, as purchaser, and the Palmxx Xxxpany, as seller (assets acquired by Borrower pursuant to such Asset Purchase Agreement are hereinafter collectively known as the "Nancx Xxxxx Xxxets"), which Term Loan shall be evidenced by that certain Secured Term Loan Note in the form attached hereto as Exhibit B (the "Term Loan Note") to be executed contemporaneously herewith and which shall be repaid according to the terms hereof and conditions thereof (b) Borrower shall pay principal and interest to Lender on the first Banking Day of this Agreement, each calendar month based on a three-year principal amortization schedule as shall be more fully set forth in the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share Note. Once repaid, the principal of the Term Loan to the Borrower on the Closing Date, may not be reborrowed. (c) Each payment of principal and from the Closing Date interest with respect to the Term Loan Maturity DateLoan, convert howsoever designated by Borrower, shall be applied, first, on account of accrued and continue Segments from time unpaid interest, second, on account of the then currently scheduled payment of principal, and, third, to time in accordance with the terms hereof. The outstanding principal amount of each Segment balance of the Term Loan in the inverse order of the maturity thereof (d) Anything herein to the contrary notwithstanding, the outstanding hereunder from time to time shall bear interest and principal balance of the Term Loan shall be repayable as herein provided. No amount due and payable, in full, together with all accrued and unpaid interest, fees and charges, if any, immediately upon the earlier of (i) August 1, 2003, or (ii) the termination, for any reason and whether voluntarily or involuntarily, of the Term Revolving Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinthis Agreement. (be) Not later than 1:00 P.M. New York The Term Loan shall bear interest at a fluctuating interest rate per annum equal at all times to one and one-half percent (1.5%) above Lender's Prime Rate in effect from time to time, on each change in such fluctuating rate to take effect simultaneously with the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be corresponding change in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallPrime Rate, subject without notice to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice."

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, “Term Loan”) to Borrowers in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan to Availability. The principal of the Borrower Term Loan shall be repaid in sixteen (16) consecutive quarterly installments (or earlier as provided herein) payable on the Closing first day of each fiscal quarter commencing on July 1, 2016, of which the first fifteen (15) installments shall each be in the amount of $937,500 and the last installment shall be in the amount of the entire unpaid principal balance of the Term Loan (the date of such last quarterly installment, being referred to herein as the “Term Loan Maturity Date”) ; provided, that, the outstanding unpaid principal balance and from all accrued and unpaid interest on the Closing Date to Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinshall constitute Obligations hereunder. (b) Not later than 1:00 P.M. New York In the event that, at any time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata the outstanding Term Share of Loan exceeds the Term Loan available by wire transfer Availability, to the Administrative Agent. Such wire transfer extent that there shall be directed Excess Availability after giving effect thereto, a reserve in an amount equal to the Administrative such excess shall be established as provided in Section 2.1(f), and, otherwise, Borrowers shall, upon demand by Agent at its option or at the Administrative Agent’s Office and shall be in direction of the form of same day funds in Dollars. The amount so received by the Administrative Agent shallRequired Lenders, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, which may be made available at any time or from time to time, repay to Agent the Borrower by delivery entire amount of the proceeds thereof as shall be directed by the Responsible Officer any such excess(es) for which payment is demanded (and including breakage or similar costs, if any) within one (1) Business Day of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticedemand.

Term Loan. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, in addition to the Credit Facility under Sections 2.1 and 2.2 hereof, as a one-time accommodation to the Borrowers, each Term Loan Lender severally (and not jointly) agrees to make an advance of fund its Pro Rata Term Share of a term loan to Borrowers in the original principal amount of $60,000,000 on the Effective Date (the "Term Loan"). The Term Loan is (i) to the Borrower on the Closing Datebe repaid, together with interest and from the Closing Date to the Term Loan Maturity Dateother amounts, convert and continue Segments from time to time in accordance with this Agreement and the terms hereofother Financing Agreements and (ii) secured by all of the Collateral. The principal amount of the Term Loan shall be repaid in consecutive quarterly installments of $1,500,000 each, payable on the fifteenth day of each Segment calendar quarter commencing January 15, 2005; provided, that, no such payment may be made, or be deemed to be due and payable, unless and until the Term Loan Availability Condition has been satisfied. Notwithstanding the foregoing, the entire unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon shall be due and payable on the earlier of the effective date of termination or non-renewal of the Financing Agreements or the acceleration of the Obligations. Except for the making of the Term Loan as set forth in this Section 2.3, Borrowers shall have no right to request and Term Lenders shall have no obligation to make any additional loans or advances to Borrowers under this Section 2.3 and any repayments of the Term Loan shall not be subject to any readvance to or reborrowing by Borrowers. The parties hereto agree and acknowledge that proceeds from the making of the Term Loan in the amount of $60,000,000 shall be applied to prepay the outstanding amount of Revolving Loans on the Effective Date. (b) The Term Loans shall bear interest based on the Prime Rate only and may not be converted to Eurodollar Rate Loans. (c) In the event that the aggregate principal amount of the Term Loan outstanding hereunder exceeds the Maximum Term Credit, Borrowers shall, upon demand by Agent or Required Term Lenders, which may be made at any time or from time to time shall bear interest time, immediately repay to Agent for the account of the Term Lenders the entire amount of any such excess for which payment is demanded; provided, that, no such payment may be made, or be deemed to be due and payable, unless and until the Term Loan shall be repayable as herein providedAvailability Condition has been satisfied. No amount Any prepayments of the Term Loan pursuant to this Section 2.3(c) shall be applied to the scheduled installments under Section 2.3(a) in inverse order of maturity. Any amount so repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under applied on account of the Term Loan Facility under this Section 2.3(c) may not be reborrowed. (d) Borrowers shall be allowed after the initial such advance of prepay the Term Loan on the Closing Dateearlier of the date that is ten (10) days after (A) the date on which Borrowers' monthly financial statements for the month ending September 30 are delivered pursuant to Section 9.6(a) hereof or (B) the date on which such monthly financial statements were required to be delivered pursuant to Section 9.6(a) hereof in an amount equal to twenty-five percent (25%) of Excess Cash Flow for the twelve month period ending on September 30 (commencing with the twelve month period ending on September 30, 2004); provided, that, no such payment may be made, or be deemed to be due and payable, unless and until the Term Loan Availability Condition has been satisfied. Segments Any prepayments from Excess Cash Flow paid pursuant to this Section 2.3(d) shall be applied to the scheduled installments under Section 2.3(a) in inverse order of maturity. Each such prepayment shall be accompanied by a certificate signed by Administrative Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be substantially in the form attached hereto as Exhibit E. Any amount so repaid or applied on account of the Term Loan under this Section 2.3(d) may not be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (be) Not later than 1:00 P.M. New York timeNotwithstanding anything to the contrary contained in Section 13.1(d), Borrowers may prepay the Term Loan, without penalty or premium commencing with the first anniversary of the Effective Date so long as the aggregate amount of such prepayments do not exceed $10,000,000 in any 12-month period; provided, that, no such payment may be made unless and until the Term Loan Availability Condition has been satisfied. (f) To the extent a payment or prepayment pursuant to Sections 2.3(a), 2.3(c) and/or 2.3(d) is not permitted to be made because the Term Loan Availability Condition has not been satisfied, such circumstance shall not result in an Event of Default and such payment or prepayment shall be deferred until such time as the Term Loan Availability Condition can be satisfied with respect to such payment or prepayment. (g) Agent, on behalf of the Closing DateBorrowers, agrees to record each Term Loan Lender shall, pursuant on the Register referred to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the in Section 13.6(b). The Term Loan available recorded on the Register (the "Registered Term Loan") may not be evidenced by wire transfer to promissory notes other than a Registered Term Note (as defined below). Upon the Administrative Agent. Such wire transfer registration of a Term Loan, any promissory note (other than a Registered Term Note) evidencing the same shall be directed to the Administrative Agent at the Administrative Agent’s Office null and void and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject returned to the terms Borrowers. Borrowers agree, at the request of Required Term Lenders, to execute and conditions of this Agreementdeliver to Term Lenders a promissory note in registered form to evidence such Registered Term Loan (i.e., including without limitation the satisfaction of all applicable conditions containing registered note language) and registered as provided in Sections 5.01 and 5.02Section 13.6(b) hereof (a "Registered Term Note"), be made available payable to the Borrower by delivery order of each Term Lender and otherwise duly completed. Once recorded on the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate SegmentRegister, the Administrative Agent shall make Obligations evidenced by such Borrowing Registered Note may not be removed from the Register so long as it remains outstanding, and a Eurodollar Rate Segment only if, Registered Term Note may not later than three Business Days prior to the date be exchanged for a promissory note that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower not a Registered Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeNote.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata (including, without limitation, the Term Share Loan PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a LIBOR Rate Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Term Loan shall until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that so long as no Event of Default has occurred and is continuing, the Administrative Borrower may elect in a writing delivered to the Agents no later than the fifth (5th) Business Day prior to the applicable payment date, to have interest accruing at a rate per annum equal to 6.00% to be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by (the Borrower may “PIK Option”) (it being understood and agreed that any portion of such interest that has accrued pursuant to this Section 2.04 that is not permitted to be reborrowed hereundercapitalized shall be paid in cash). Any interest to be so capitalized pursuant to this clause (a) shall be capitalized, and no subsequent advance under in arrears, on the fifth (5th) Business Day of each month (commencing on the fifth (5th) Business Day of the month following the month on which such Term Loan Facility shall be allowed after PIK Amount is incurred) and added to the initial such advance then outstanding principal amount of the Term Loan on and, thereafter, shall bear interest as provided hereunder as if it had originally been part of the Closing Date. Segments outstanding principal of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoan. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan Lender severally the Bank agrees to make an advance lend to the Borrower up to a maximum principal amount of its Pro Rata Two Million Five Hundred Thousand Dollars (US $2,500,000); provided, however, that such amount shall not exceed the amount of the Available Facility. "Available Facility" shall mean the lesser of (i) $2,500,000, or (ii) $100,000 plus 50% of the License Fee (as set forth, and defined in, the License Agreement which License Fee shall be calculated as 2.25% of the total fund assets of the O'Shaughnessy Mutual Funds calculated on the business day immediatelx xxeceding the Closing Date as defined in the License Agreement). Such loan shall be referred to herein as the "Term Share Loan." The proceeds of the Term Loan shall be disbursed by Bank to Borrower as follows: (i) $100,000 less the Facility Fee less $10,000 for the Bank's legal fees in connection herewith, shall be payable to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal date hereof which amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure used by the Borrower to borrow pay the proxy fees and expenses associated with Borrower's purchase of the O'Shaughnessy Mutual Funds pursuant to the License Agreemenx, (xx) $000,129.79 (which amount is equal to 10% of the estimated purchase price of the O'Shaughnessy Mutual Funds calculated based on 2.25% of the xxxxx xxxxx assets of the O'Shaughnessy Mutual Funds on the close of business on Aprix 0, 0000) xxall be payable to the Borrower on the date set forth in such Term Loan Interest Rate Selection notice any or all hereof, which amount shall be placed by Borrower into an escrow account with the Bank pursuant to that certain Escrow Agreement of even date herewith among Borrower, Bank and Licensor, and (iii) at the closing of the amounts specified in such License Agreement, Bank shall pay to the Borrower, the remaining proceeds of the Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Administrative Borrower desires that any portion elects to so capitalize such interest, which election, in the case of each of the initial Borrowing of foregoing clauses (ii) through (v), (A) shall be automatically deemed made on the Term Loan is advanced as a Eurodollar Rate SegmentEffective Date for each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, Borrower not later less than three 5 Business Days prior to the date that is then anticipated to be the Closing Date(1) if a SOFR Loan, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all commencement of the amounts specified in such Term Loan relevant Interest Period or (2) if a Reference Rate Selection Notice.Loan, the last Business

Term Loan. (a) Subject to and upon the terms and conditions herein set forth, on the Closing Date and upon the effectiveness of this Agreement, each Term the other Loan Lender severally agrees to make an advance of its Pro Rata Term Share Documents and the consummation of the Term Loan to Assignment and Resignation Transactions, (i) the Borrower on Existing Indebtedness in the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The aggregate principal amount of each Segment of $94,000,000 outstanding and owing to the Term Loan outstanding hereunder from time Lenders pursuant to time shall bear interest and the Term Loan Existing Credit Agreement shall be repayable amended, continued, converted, reallocated and restated as herein provided. No (a) term A-1 loans (collectively, the “Term A-1 Loans”) hereunder in a principal amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, equal to $55,094,149.42 and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York timeterm B-1 loans (collectively, the “Term B-1 Loans” and together with the Term A-1 Loans, the “Converted Term Loans”) hereunder in a principal amount equal to $22,021,759.58, and for each Lender in an amount equal to such Lender’s Converted Term Loan Amount, (ii) each Term A-2 Lender shall, on the Closing Date, make its portion of the term A-2 Loans (collectively, the “Term A-2 Loans”) to the Borrower in a principal amount equal to such Lender’s Term A-2 Loan Commitment, and (iii) each Term Loan B-2 Lender shall, pursuant on the Closing Date, make its portion of the term B-2 Loans (collectively, the “Term B-2 Loans”) to the terms Borrower in a principal amount equal to such Lender’s Term B-2 Loan Commitment. All principal of, interest on, and subject other amounts payable in respect of the Converted Term Loans shall be amended restated and continued as Obligations. The Term A-2 Loan Commitment and the Term B-2 Loan Commitment of each Lender to fund such Term A-2 Loans and Term B-2 Loans shall terminate upon the funding by such Lender of its Term A-2 Loans and Term B-2 Loans. Once repaid, whether such repayment is voluntary or required, the Term Loans may not be reborrowed. Notwithstanding anything to the conditions of contrary contained in this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallSection 2.1, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 Borrower hereby acknowledges, confirms and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided agrees that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days (i) immediately prior to the date that is then anticipated to be the Closing Date, the outstanding principal amount of the revolving advances under the Existing Credit Agreement is equal to $94,000,000 (such Indebtedness being hereinafter referred to as the “Existing Indebtedness”); such advances are outstanding and, upon the effectiveness of this Agreement, the other Loan Documents and the consummation of the Assignment and Resignation Transactions, payable under this Agreement to Administrative Agent has received from and the Borrower Lenders without set-off, counterclaim, deduction, offset or defense; and such obligations are secured by a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory first priority (subject to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date exceptions set forth in this Agreement and/or the other Loan Documents) security interest in and lien on the Collateral, (ii) all of such Existing Indebtedness shall not be repaid on the Closing Date, but rather shall be amended, continued, converted, reallocated and restated by this Agreement as Term Loan Interest Rate Selection notice any or A-1 Loans in the principal amount of $55,094,149.42 outstanding hereunder and Term B-1 Loans in the principal amount of $22,021,759.58 outstanding hereunder, (iii) the Aggregate Commitments (as defined under the Existing Credit Agreement) shall be terminated, (iv) all other Obligations (as defined under the Existing Credit Agreement) outstanding under the Existing Credit Agreement and relating to the period prior to the date hereof shall not be repaid on the Closing Date but shall be extinguished, (v) the Term A-2 Lenders shall make the Term A-2 Loans in the aggregate principal amount of $19,921,314.59 on the Closing Date, (vi) the Term B-2 Lenders shall make the Term B-2 Loans in the aggregate principal amount of $7,962,776.50 on the Closing Date and (vii) after giving effect to all of the amounts specified in such foregoing, the aggregate outstanding principal amount of the Term Loan Interest Rate Selection NoticeA Loans on the Closing Date is $75,015,463.92 and the aggregate outstanding principal amount of the Term B Loans on the Closing Date is $29,984,536.08.

Term Loan. 4.01 At the CLOSING, if all of the conditions specified in Article XV and Section 2.08 shall have been fulfilled, BANK shall lend to BORROWER the principal sum of Three Million Six Hundred Thousand Dollars ($3,600,000.00) as the TERM LOAN. 4.02 Until the earliest to occur of (i) the MATURITY DATE, (ii) or, (ii) acceleration upon the occurrence of an EVENT OF DEFAULT; the principal amount of the TERM LOAN shall be repaid in consecutive quarterly installments of One Hundred and Eighty Thousand Dollars ($180,000.00) each commencing on September 2, 1997, with a final payment of the TERM LOAN BALANCE due on the MATURITY DATE. 4.03 The obligation of BORROWER to repay the TERM LOAN with interest thereon shall be evidenced by the TERM NOTE. 4.05 The entire TERM LOAN will be subject to "PRIME RATE PRICING" or at BORROWER'S election as provided below, "LIBOR RATE PRICING" or the TREASURY RATE PRICING as follows: (a) Subject If the BORROWER wishes to convert the TERM LOAN from PRIME RATE PRICING or what would be PRIME RATE PRICING but for an election as provided herein to LIBOR RATE PRICING or if BORROWER wishes to continue to pay interest at the LIBOR RATE after the end of a current INTEREST PERIOD as the case may be, BORROWER shall give an irrevocable request to the terms BANK which must be received by the BANK not later than 10:00 a.m., Boston time, two (2) BANKING DAYS before the desired CONVERSION DATE, or the last day of any current INTEREST PERIOD requesting that interest rate be so converted to or continued as the case may be and conditions of this Agreement, each Term Loan Lender severally agrees the requested CONVERSION DATE if the requirement is to make an advance of its Pro Rata Term Share convert from PRIME RATE PRICING. The request shall specify the duration of the Term Loan INTEREST PERIOD applicable to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid conversion or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereincontinuance. (b) Not later than 1:00 P.M. New York timeIf the BORROWER wishes to convert the TERM LOAN from PRIME RATE PRICING or LIBOR RATE PRICING to TREASURY RATE PRICING, on the Closing Date, each Term Loan Lender shall, pursuant BORROWER shall give an irrevocable request to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall BANK which must be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, BANK not later than three Business Days prior 10:00 a.m., Boston time, two (2) BANKING DAYS before the desired CONVERSION DATE, or the last day of any current INTEREST PERIOD requesting that interest rate be so converted and the requested CONVERSION DATE if the request is to convert from PRIME RATE PRICING. Notwithstanding any other provision hereof, once TREASURY RATE PRICING is elected, it shall be for the date that is then anticipated balance of the term of the TERM LOAN. (c) No such election to pay any rate other than the PRIME RATE shall be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow given effect if on the date set forth in of election or the date on which such Term Loan Interest Rate Selection notice election would be given effect, there exists any DEFAULT or all of the amounts specified in such Term Loan Interest Rate Selection NoticeEVENT OF DEFAULT.

Term Loan. (a) Subject On the Revolving Termination Date the aggregate outstanding principal amount of Revolving Loans shall automatically be converted into a term loan (the "Term Loan") without further action by a party to this Agreement. To the extent the aggregate principal amount of Revolving Loans outstanding on the Revolving Termination Date exceeds the Borrowing Base applicable on such date, such excess amount must be paid to the terms Agent for the benefit of the Lenders on such Date. There will be no advances by the Lenders of any amounts under the Term Loan. Conversion of the Revolving Loans pursuant to this Section 2.3 shall not constitute either a prepayment or a borrowing, and conditions shall not affect the rate of this Agreementinterest applicable to outstanding Loans. On the Revolving Termination Date, the Borrower shall issue a new Note (in the form of Exhibit A) to each Term Loan Lender severally agrees to make an advance in the principal amount of its Pro Rata Term each Lender's Percentage Share of the Term Loan to in exchange for the Borrower on the Closing DateNote then held by each such Lender. Except as provided in Subsection (b) below, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount repaid by the Borrower, together with accrued interest, in the amounts set for below in seventeen (17) quarterly installments on the last Business Day of each Fiscal Quarter beginning on December 31, 2004, provided however, that the aggregate unpaid balance of the Term Loan repaid shall mature and be due and payable on December 31, 2008: PERCENTAGE OF OUTSTANDING PRINCIPAL ON REVOLVING FISCAL QUARTER TERMINATION DATE ------------------- ------------------------- 2004 - 4th Quarter 4% 2005 - All Quarters 5% 2006 - All Quarters 6% 2007 - All Quarters 6% 2008 - All Quarters 7% (b) If on or prepaid by before December 31, 2003, the Borrower may be reborrowed hereunderdoes not close a transaction approved by all of the Lenders that results in a minimum capital contribution to the Borrower of $15,000,000, and no subsequent advance under whether in the form of equity, subordinated debt or a contribution of property, as approved by all of the Lenders, the Lenders may, in their absolute discretion, notify the Borrower that notwithstanding (a) the Term Loan Facility shall be allowed after repaid by the initial such advance Borrower, together with accrued interest, in twelve (12) equal quarterly installments on the last Business Day of each Fiscal Quarter beginning on September 30, 2004, provided however, that the aggregate unpaid balance of the Term Loan shall mature and be due and payable on the Closing DateJune 30, 2007. Segments of the Term Loan Such capital contribution may be Base Rate Segments or Eurodollar Rate Segments at made to the Parent provided that the Parent immediately makes an equivalent capital contribution in the same form to the Borrower’s election. In such case, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant capital contribution to the terms and Parent shall not be subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share requirement in Section 7.14 of the Term Loan available by wire transfer to Credit Agreement that 80% of the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form net proceeds of same day funds in Dollars. The amount so received a securities issuance by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, Parent be made available to the Borrower by delivery applied as a repayment of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLoans."

Term Loan. (a) Subject to Upon the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, each Term Loan Lender severally the Bank agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower in the amount of $15,628,358.00 (the "Term Loan Commitment") on the Closing Date. (b) The Borrower shall execute and deliver to the Bank to evidence the Term Loan made by the Bank under the Term Loan Commitment, an Amended and Restated Term Note, which shall be (i) dated the Second Closing Date; (ii) in the principal amount of the Term Loan Commitment; and (iii) in substantially the form attached hereto as Exhibit "A" with the blanks appropriately filled. Borrower shall not be required to make any principal installment payments on the Term Loan provided, however, that the Borrower shall make the required prepayment described in Subsection 5.1(d) of the Credit Agreement and to pay in full all outstanding principal and interest on the Term Loan on the Term Maturity Date. The Term Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Sections , and , payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of the Term Note. Any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest at a rate which shall be equal to the lesser of (x) two percent (2%) above the Base Rate or (y) the Highest Lawful Rate. (c) The borrowing hereunder shall be in the amount of the Term Loan Commitment. The Term Loan shall be made upon prior written notice from the Borrower to the Bank (the "Notice of Term Loan Borrowing") delivered to the Bank not later than 11:00 a.m. (Houston time) (i) on the third Business Day prior to the Closing Date, if such borrowing consists of Eurodollar Rate Loans and (ii) on the Closing Date, and from the Closing Date to the if such borrowing consists of Base Rate Loans. The Notice of Term Loan Maturity Date, convert Borrowing shall be irrevocable and continue Segments from time to time in accordance with shall specify (i) the terms hereof. The principal amount rate of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and that the Term Loan shall be repayable as herein provided. No amount bear; (iii) with respect to any Eurodollar Rate Loan, the initial Rate Period with respect thereto and the Expiration Date of the Term initial Rate Period; and (iv) the demand deposit account of the Borrower at the Bank's Applicable Lending Office into which the proceeds of the borrowing are to be deposited or instructions for wire transfer of such proceeds of the borrowing or other disposition of the borrowing in accordance with a Third Party Loan repaid or prepaid Proceeds Disbursement Authorization. The Borrower may designate up to three different combinations of interest rates and Rate Periods in any Notice of Borrowing. The Borrower may give the Bank telephonic notice by the Borrower may be reborrowed hereunderrequired time of any proposed borrowing under this Section ; provided, and no subsequent advance under the Term Loan Facility that such telephonic notice shall be allowed after confirmed in writing by delivery to the initial such advance of the Term Loan on Bank promptly (but in no event later than the Closing Date. Segments ) of the a Notice of Term Loan may be Base Rate Segments or Eurodollar Rate Segments at Borrowing. The Bank shall not incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Bank believes in good faith to have been given by the Borrower’s election, as provided hereinor for otherwise acting in good faith under this Section . (bd) Not later than 1:00 P.M. New York timeUpon fulfillment of the applicable conditions set forth in Section , on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, Bank shall make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made borrowing available to the Borrower at the Bank's Applicable Lending Office in immediately available funds. The Bank shall pay or deliver the proceeds of the borrowing to or upon the order of the Borrower against delivery to the Bank of the Term Note. Any deposit to the Borrower's demand deposit account by delivery the Bank or any wire transfer of the proceeds thereof as shall be directed of the borrowing pursuant to a request (whether written or oral) believed by the Responsible Officer of Bank to be an authorized request by the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of for the Term Loan may hereunder shall be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that deemed to be the Term Loan hereunder for all purposes with the same effect as if the Borrower desires that any portion of had in fact requested the initial Borrowing of Bank to make such Term Loan. (e) Any payment (other than a prepayment) made on the Term Loan at such time as accrued but unpaid interest on any of the Loans is advanced as a Eurodollar Rate Segment, outstanding shall be applied in the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior following order: (i) to accrued but unpaid interest on the Term Loan; (ii) to accrued but unpaid interest on the Revolving Credit Loans; and (iii) to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions next consecutive installment(s) of Section 4.05 hereof shall apply to any failure by the Borrower to borrow principal on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $5,000,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed. (b) The Term Loan shall be repayable in installments, convert in accordance with the schedule of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan (i) in full simultaneously with the consummation of any Sale, and continue Segments (ii) in whole or in part from time to time in the event and to the extent of 50% of any Qualified Proceeds received by the Borrower from time to time. Any prepayment required under the foregoing clause (ii) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or sixty (60) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds have not been applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears commencing January 1, 2008, on the first day of each Segment calendar month thereafter, and on the Term Loan Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loan; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Convertible Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Lender or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeregistered assigns.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make an advance a Term Loan to Borrower in the sum equal to Lender's Commitment Percentage of its Pro Rata FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000) (the "Term Share Loan") as of the date of this Agreement. The Term Loan shall be advanced in full by the Lenders on the Effective Date. The proceeds of the Term Loan will be used to refinance the existing Revolving Loans to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each The Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share shall be evidenced by one or more secured promissory notes of the Term Loan available Borrower executed by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office duly authorized officers thereof and shall be in the form of same day funds in DollarsEXHIBIT H attached hereto (The "Term Notes"). The amount so received by Term Notes shall be dated the Administrative Agent shall, subject to Effective Date and shall be due and payable in full on or before the terms and conditions Term Maturity Date. (c) Unless the Borrowers have elected in accordance with the provisions of paragraph (d) of this Agreement, including without limitation the satisfaction of Section 2.4 to cause all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing or a portion of the Term Loan Loans to bear interest at an Adjusted Eurodollar Rate, the Term Loans shall bear interest on the unpaid principal balance thereof at a fluctuating rate equal to the Adjusted Base Rate. (d) The Borrower may be elect to have all or a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing Term Loans which bears interest at the Adjusted Base Rate to bear interest at a rate equal to the Adjusted Eurodollar Rate by providing a written notice (or telephonic notice promptly confirmed in writing) in the form of Notice of Conversion attached hereto as EXHIBIT I, to the Agent not later than 12:00 noon (Cincinnati, Ohio time) on the third Business Day prior to the requested effective date of the Adjusted Eurodollar Rate, which shall be a Business Day (the "Effective Date") which request shall specify (i) the Effective Date, (ii) the aggregate principal amount of the Term Loan is advanced as Loans to bear interest at the Adjusted Eurodollar Rate, which shall be in a Eurodollar Rate Segmentminimum aggregate principal amount (for the Lenders collectively) of $500,000 and integral multiples of $100,000 in excess thereof (or the then remaining amount of the Term Loan, if less) and (iii) the Administrative applicable Interest Period. The Agent shall make such Borrowing as a give notice to each Lender promptly upon receipt of each Conversion of Notice pursuant to this Section 2.4(d). Notwithstanding the foregoing, there shall not be more than six Eurodollar Rate Segment only if, not later than three Business Days prior Rates in effect with respect to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to Loans at any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticetime.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest Agent and the Term Loan shall be repayable as herein provided. No amount of Lenders will establish for the Term Loan repaid or prepaid by Company, during the Borrower may be reborrowed hereunder, Contract Period and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions hereof, a convertible, delayed draw term loan facility consisting of this Agreement(i) a term loan in the principal amount of $800,000 (“Tranche A Term Loan”), including without limitation which Tranche A Term Loan is being fully funded on the satisfaction date hereof by the Lenders in their respective Percentage Shares and constitutes Lender Indebtedness hereunder, (ii) with the consent of all applicable conditions the Required Lenders, a delayed draw term loan in Sections 5.01 and 5.02the principal amount of the aggregate Tranche B Commitment (“Tranche B Term Loan”), which Tranche B Term Loan shall be made available to in accordance with Section 2.1(b), and (iii) with the Borrower by delivery consent of the proceeds thereof as Required Lenders, a delayed draw term loan in the aggregate principal amount of the aggregate Tranche C Commitment (“Tranche C Term Loan”), which Tranche C Term Loan shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agentmade in accordance with Section 2.1(c). The initial Borrowing Term Loan is not a revolving loan, so that if the Company repays all or any portion of the Term Loan at any time, such amount so repaid may not be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the re-borrowed. The Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior be subject to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form all terms and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date conditions set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified Loan Documents, which terms and conditions are incorporated herein. Notwithstanding anything to the contrary contained in such this Section 2.1, no Lender will be required or have any obligation to make any extensions of credit hereunder if a Default then exists or could reasonably be expected to result by virtue of the making thereof. Notwithstanding anything to the contrary contained herein, in no event shall the Lenders be obligated to make to the Company, or the Company be entitled to borrow or receive from the Lenders, any loans, advances or extensions of credit hereunder other than the Term Loan. (b) The Company shall have the right from time to time, at any time during the Contract Period, to request that Tranche B Lenders (if any) make Advances under the Tranche B Term Loan Interest Rate Selection Noticeto the Company in an amount not to exceed the then Undrawn Tranche B Availability. In connection with such request, each Tranche B Lender agrees severally (not jointly and not jointly and severally) to make, in accordance with Section 2.3 below, a Tranche B Term Loan to the Company in an amount equal to such Lender’s Percentage Share of such Advance request. (c) At any time during the Contract Period, when the Undrawn Tranche B Availability is $0, the Company shall have the right, from time to time, to request that Tranche C Lenders (if any) make Advances under the Tranche C Term Loan to the Company in an amount not to exceed the then Undrawn Tranche C Availability. In connection with each such request, each Tranche C Lender agrees severally (not jointly and not jointly and severally) to make, in accordance with Section 2.3 below, a Tranche C Term Loan to the Company in an amount equal to such Lender’s Percentage Share of such Advance request.

Term Loan. (a) Subject to On the Closing Date, each Lender that has a Term Commitment severally agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateDate in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the Closing Date to same Term Borrowing shall consist of Term Loans of the Term Loan Maturity Date, convert and continue Segments from time to time same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Commitment or Extended Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make set forth herein and in the amount of its Pro Rata Term Share of the applicable Incremental Term Loan available by wire transfer Assumption Agreement or Extension Amendment to make Incremental Term Loans or Extended Term Loans, as applicable to the Administrative Agent. Such wire transfer shall be directed Borrower, in an aggregate principal amount not to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the exceed its Incremental Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Extended Term Loan is advanced Commitment, as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, applicable. Amounts repaid or prepaid in respect of Incremental Term Loans or Extended Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance of its Pro Rata a Term Share Loan to Borrowers in the amount equal to $1,525,000. Borrower agrees to repay to Lender the Term Loan, together with interest thereon, in the manner provided herein. The principal owing hereunder in respect of the Term Loan to at any given time shall equal the Borrower on aggregate initial amount of the Closing Date, and from the Closing Date to advance made as the Term Loan Maturity Dateminus all principal payments thereon received by Lender in respect of the Term Loan. Amounts repaid in respect of the Term Loan may not be reborrowed hereunder. (b) The aggregate principal balance of the Term Loan shall be paid, convert jointly and continue Segments from time severally, by Borrowers to time Lender in monthly installments, due and payable on the first day of each calendar month, commencing on December 1, 2006. Each monthly principal installment shall be in an amount equal to the original principal balance of the Term Loan divided by eighty-four (84), provided that the remaining unpaid principal balance of the Term Loan and all accrued interest thereon shall be due and payable on the earliest of (i) the payment of the remaining unpaid principal balance of the Revolving Loans, (ii) the Termination Date and (iii) acceleration of the maturity of the Term Loan in accordance with the terms hereof. The principal amount of each Segment of . (c) Borrowers shall prepay the Term Loan outstanding hereunder from time the proceeds of insurance or condemnation awards paid in respect of any equipment in which Lender has a security interest. Such prepayments shall be applied first to time shall bear accrued but unpaid interest and the Term Loan shall be repayable as herein provided. No amount balance to installments of principal in the inverse order of their maturities. (d) Notwithstanding anything to the contrary contained herein, Borrowers may prepay the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance in accordance with Section 3.4(b)(ii) of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinSchedule A hereto. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, each Term Loan Lender severally (and not jointly) agrees to make a term loan to the Borrowers (such loans, collectively, the “Term Loan”) on the Closing Date in an advance aggregate principal amount equal to the lesser of its (x) such Lender’s Term Loan Commitment and (y) such Lender’s Pro Rata Term Share of the Term Loan Borrowing Base as of such date (based upon the Borrowing Base Certificate delivered by the Administrative Borrower to the Borrower Agent on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof). The principal amount execution and delivery of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest this Agreement by Borrowers and the Term Loan satisfaction of, or waiver of, the conditions precedent set forth in Section 4 shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of deemed to constitute Borrowers’ request to borrow the Term Loan on the Closing Date. Segments Upon such Lender’s making of its portion of the Term Loan, the Term Loan Commitment of such Lender shall be terminated automatically in full. Any portion of the Term Loan repaid or prepaid may not be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (b) Not later than 1:00 P.M. New York time, on To the Closing Date, each Term Loan Lender shall, extent that any facts or circumstances (i) have led to Agent establishing a Reserve pursuant to the terms and subject to the conditions one provision of this Agreement, make Agent shall not establish any Reserves based on the amount of its Pro Rata Term Share of the Term Loan available by wire transfer same such facts or circumstances pursuant to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions any other provision of this Agreement, including without limitation and (ii) were taken into account in calculating any component of the satisfaction of all applicable conditions in Sections 5.01 and 5.02Borrowing Base or Borrowing Base II, be made available as applicable, Agent shall not establish any Reserves based on the same such facts or circumstances. (c) Subject to the Borrower by payment of any applicable Early Termination Fee, on the date of delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial any Borrowing of Base Certificate, if the Term Loan may be a Eurodollar Rate SegmentOutstandings at any time exceed the Borrowing Cap, a Base Rate Segment, or boththen the Agent shall instruct the ABL Agent (with notice to the Borrower) in writing to immediately implement the Push Down Reserve (as defined in this Agreement) under the ABL Credit Agreement; provided that if the Borrower desires that ABL Agent refuses to implement the Push Down Reserve in full under the ABL Credit Agreement (including, without limitation, due to ABL Excess Availability being insufficient) within three (3) Business Days after receipt of such instruction, Borrowers shall immediately repay to Agent the entire amount (less the amount of any portion Push Down Reserve implemented) of the initial Borrowing any such excess of the Term Loan Outstandings over the Borrowing Cap plus any accrued, unpaid interest and fees payable thereon. (d) If at any point after March 28, 2020 the Borrowing Base II Period is advanced as a Eurodollar Rate Segmentno longer applicable, at Agent’s election, the Administrative Agent shall make such Borrowing as may implement either (a) a Eurodollar Rate Segment only if, not later than three Business Days prior Push Down Reserve pursuant to Section 2.1(d) of an amount by which the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoOutstandings exceed Borrowing Base II or (b) apply Section 2.2(a) requiring the payments required therein. For purposes herein, together with “Borrowing Base II Period” shall mean the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow period beginning on the date set forth in such first day of any fiscal quarter after which the Term Loan Interest Rate Selection notice any Outstandings equal or all are less than the lesser of (x) $25,000,000 and (y) the amounts specified in such then amount of Borrowing Base II for the prior quarter ended until the Term Loan Interest Rate Selection NoticeOutstandings exceed the lesser of (x) $25,000,000 and (y) the then amount of Borrowing Base II.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each - 92 - 146576709v1146576709v15 portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan if the Administrative Borrower elects to so capitalize such interest, which election; provided that, if the L/C Facility Trigger Date occurs as a result of the occurrence of the L/C Facility Closing Date, then (A) with respect to interest accruing on the Term Loan B during the period from June 28, 2024 through and including September 30, 2024, all such interest may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if paid by capitalizing such interest and adding such capitalized interest to the Borrower desires that any portion of the initial Borrowing then outstanding principal amount of the Term Loan is advanced as a Eurodollar Rate Segment, B if the Administrative Agent Borrower elects to so capitalize such interest (and for the avoidance of doubt, all interest accruing on the Term Loan A shall make be paid in cash), (B) all interest accruing on the Term Loan B during the period from October 1, 2024 through and including December 31, 2024 at a rate per annum of up to 4.50% may be paid by capitalizing such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior interest and adding such capitalized interest to the date that is then anticipated to be outstanding principal amount of the Closing Date, Term Loan B if the Administrative Agent has received from Borrower elects to so capitalize such interest (and for the Borrower a avoidance of doubt, all interest accruing on the Term Loan Interest Rate Selection Notice with respect theretoA shall be paid in cash), together with (C) all interest accruing on the Borrower’s written acknowledgement in form Term Loan B during the period from January 1, 2025 through and substance satisfactory including March 31, 2025 at a rate per annum of up to 2.50% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan B if the Administrative Agent that Borrower elects to so capitalize such interest (and for the provisions avoidance of Section 4.05 hereof shall apply to any failure by the Borrower to borrow doubt, all interest accruing on the date set forth in such Term Loan Interest Rate Selection notice any or A shall be paid in cash), and (D) all interest accruing on the Term Loan thereafter shall be paid in cash (it being understood and agreed that, in the case of each of the amounts specified in foregoing clauses (ii) through (v), above and clauses (A) through (C) of the proviso above, such Term Loan Interest Rate Selection Notice.election to so capitalize such interest (1) shall be automatically deemed made on the

Term Loan. (a) Subject to Each Lender severally agrees on the terms and conditions set forth in this Agreement to make Advances to the Borrower (upon request of the Borrower pursuant to this Agreement, each ) on the Termination Date in an amount up to the sum of (i) the outstanding principal amount of the Advances made by such Lender to the Borrower and outstanding as of the opening of business on the Termination Date plus (ii) the amount available to be borrowed as Advances from such Lender as of the opening of business on the Termination Date. The aggregate of such Advances is collectively called the "Term Loan". (b) The Term Loan Lender severally agrees shall be made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Borrower in the form of a Notice of Term Loan Borrowing (a "Notice of Term Loan Borrowing"), in substantially the form of Exhibit A-3 hereto (which notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time not less than three (3) Business Days prior to make an advance of its Pro Rata Term Share the Termination Date), specifying: (A) the amount of the Term Loan to which shall be in a principal amount not more than the Borrower sum of (i) the aggregate principal amount of the Advances which will be outstanding as of the opening of business on the Closing Termination Date, and plus (ii) the amount available to be borrowed from the Closing Date to Lenders as of the opening of business on the Termination Date; (B) whether the Term Loan Maturity Dateis to be comprised of Base Rate Advances or Eurodollar Rate Advances, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of such Advances; and (C) the Term Loan outstanding hereunder from time Interest Period(s) applicable to time shall bear interest and the Advances included in such notice; provided that the Term Loan shall be repayable as herein made only if the Borrower, in accordance with Section 2.16, shall have requested that the then current Termination Date be extended; provided. No amount , further, that if the Term Loan is made no Termination Date of any Lender shall be extended. (c) The proceeds of the Term Loan repaid or prepaid made by the Borrower may Lenders, to the extent required, will be reborrowed hereunder, and no subsequent advance under used to pay the Term Loan Facility shall be allowed after the initial such advance principal amount of the Term Loan Advances made by the Lenders outstanding as of the opening of business on the Closing Termination Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $3,000,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from any principal amounts repaid in respect of the Term Loan may not be reborrowed; and the Borrower hereby acknowledges that (i) the outstanding principal balance of the term loan made pursuant to the Original Agreement is $1,362,384, (ii) such outstanding principal balance shall treated as a pre-funding of the Term Loan hereunder, and (iii) by reason of the foregoing, the funding to be made by the Lender in respect of the Term Loan on the Closing Date will be in the amount of $1,637,616. (b) The Term Loan shall be repayable in installments, in accordance with the schedules of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan Maturity Date(i) in full upon the consummation of any Sale, convert and continue Segments (ii) in whole or in part from time to time in the event and to the extent of 25% of any Qualified Proceeds received by the Borrower from time to time. Any prepayment required under the foregoing clause (ii) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or thirty (30) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds are not applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears on the first day of each Segment calendar month and on the Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Amended and Restated Convertible Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing order of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLender.

Term Loan. (a) Subject to the terms and conditions of this AgreementEach Term Lender, each Term Loan Lender severally not jointly, agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to upon the terms and subject to the conditions of this Agreementset forth herein, on the First Amendment Effective Date, to make the amount of its Pro Rata Term Share pro rata portion of the Term Loan available to the Borrowers in a single drawing in an amount equal to such Term Lender’s Term Loan Commitment. The aggregate outstanding principal amount of the Term Loan shall not at any time exceed the lesser of (i) $11,000,000 (as such amount may be reduced pursuant to Section 2.05(g) below) and (ii) the Term Loan Borrowing Base, as then in effect. The Term Loan Commitments shall terminate upon the making of the Term Loan on the First Amendment Effective Date. Any portion of the Term Loan that is repaid may not be reborrowed. The Term Loan by wire transfer the Term Lenders shall be made as either a Prime Rate Loan or a LIBO Rate Loan as the Lead Borrower may request subject to and in accordance with Section 2.02. iv. Sections 2.02 (a) and 2.02(b) of the Credit Agreement are hereby deleted in their entirety and the following substituted in their stead: (a) Committed Loans (other than Swing Line Loans) and the outstanding portion of the Term Loan shall be either Prime Rate Loans or LIBO Rate Loans, as the Lead Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be only Prime Rate Loans. Subject to the other provisions of this Section 2.02, Borrowings of more than one Type may be incurred at the same time. (b) Each Committed Borrowing, the Borrowing of the Term Loan, each conversion of Committed Loans or of any portion of the Term Loan from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Such wire transfer shall Each such notice must be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three 11:00 a.m. (i) two (2) Business Days prior to the requested date that is then anticipated of any Borrowing of, conversion to, or continuation of, LIBO Rate Loans or of any conversion of LIBO Rate Loans to Prime Rate Loans, and (ii) on the date of any Borrowing of Prime Rate Loans. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02 must be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory confirmed promptly by delivery to the Administrative Agent that of a written Committed Loan Notice or Conversion/Continuation Notice, as the provisions case may be, appropriately completed and signed by a Responsible Officer of Section 4.05 hereof the Lead Borrower. Each Borrowing of, conversion to, or continuation of, LIBO Rate Loans shall apply be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(b), each Borrowing of or conversion to any failure by Prime Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the Borrower requested date of the Borrowing (which shall be a Business Day), (ii) the principal amount of Committed Loans to borrow on be borrowed, (iii) the date set forth in such Type of Committed Loans to be borrowed, and (iv) if applicable, the duration of the Interest Period with respect thereto. Each Conversion/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a conversion of Committed Loans or a portion of the Term Loan Interest from one Type to the other or a continuation of LIBO Rate Selection notice any or all Loans, (ii) the requested date of the amounts specified in such conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans or the portion of the Term Loan to be converted or continued, (iv) the Type of Committed Loans or the portion of the Term Loan to which existing Committed Loans or such portion of the Term Loan are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Committed Loan (or Type of the applicable portion of the Term Loan, as the case may be) in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice of a conversion or continuation in a Conversion/Continuation Notice, then the applicable Committed Loans or applicable portion of the Term Loan shall be made as, or converted to, Prime Rate Selection Loans. Any such automatic conversion to Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans. If the Lead Borrower requests a Borrowing of LIBO Rate Loans in any such Committed Loan Notice or a conversion to, or continuation of, LIBO Rate Loans in a Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.”

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance a term loan (collectively, the "Term Loan") on the Closing Date to each Borrower in the amount of its Pro Rata Term that Borrower's Ratable Share (defined below) of the applicable Term Lender's Term Loan Commitment. The Term Loan shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the Borrower representatives of Term Agent identified in Schedule 2.1 at the address specified therein. Any such notice must be given no later than (1) 1:00 p.m. (New York City time) on the Closing Date, and from in the case of an Index Rate Loan, or (2) 1 p.m. (New York City time) on the date which is three (3) Business Days prior to the Closing Date Date, in the case of a LIBOR Loan. Each such notice (a "Notice of Term Loan Borrowing") must be given in writing (by telecopy, overnight courier or, if acceptable to the Term Loan Maturity DateAgent, convert email) substantially in the form of Exhibit 2.1(b)(i) (or such other form as may be deemed acceptable to Term Agent), and continue Segments from time to time shall include such information required in accordance with the terms hereofsuch Exhibit and/or such other information as may be required by Term Agent. The principal amount obligations of each Segment of Term Lender hereunder shall be several and not joint. To the Term Loan outstanding hereunder from time to time shall bear interest and the extent requested under Section 2.10, each such Term Loan shall be repayable evidenced by a promissory note substantially in the form of Exhibit 2.1(b)(ii) (each a "Term Note" and collectively the "Term Notes"), and all of the Borrowers shall jointly execute and deliver the Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of each Borrower to pay its Ratable Share of the applicable Term Lender's Term Loan Commitment, together with interest thereon as herein providedprescribed in Section 2.5. No The aggregate principal amount of the Term Loan repaid or prepaid by the advanced to each Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance primary obligation of the Term Loan on the Closing Date. Segments of the Term Loan may that Borrower (but shall also be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, guaranteed by all other Borrowers pursuant to the terms Section 13) and subject is referred to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof herein as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.'s "

Term Loan. (a) On the Original Closing Date and on several dates subsequent thereto, certain Original Lenders made (severally, not jointly or jointly and severally) term loans (collectively, the “Original Term Loan”) to certain of the Borrowers. Immediately prior to the Closing Date, the aggregate outstanding principal amount of the Original Term Loan was $128,432,175 (the “Original Term Loan Amount”). (b) Subject to the terms and conditions set forth herein, on the Closing Date, each Lender with an Additional Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (the “Additional Term Loan”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Additional Term Loan Amount. Subject to the terms and conditions of this Agreement, each after the effectiveness of this Agreement, the Additional Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share Commitment shall be treated as part of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinCommitment without any requirement for additional documentation. (bc) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant Notwithstanding anything to the terms and subject to the conditions of contrary contained in this Agreement, make Administrative Borrower shall have the option to request no more than three times, during the term of this Agreement that the Total Commitment be increased by up to $40,000,000 (the “Optional Term Loan Commitment Increase”), from $160,000,000 to a maximum amount of $200,000,000. Each request for an Optional Term Loan Commitment Increase shall be in an amount not less than $10,000,000. An Optional Term Loan Commitment Increase shall be available only if (A) immediately prior to and after giving effect to the Optional Term Loan Commitment Increase, no Default or Event of Default has occurred and is continuing, (B) Borrowers have paid all fees associated with the Optional Term Loan Commitment Increase required under the Loan Documents, (C) each Lender in its sole discretion shall consent to the Optional Term Loan Commitment Increase, (D) Agent shall consent to any new Lender (such consent is not to be unreasonably withheld) and (E) receipt of credit approval from Agent and each Lender participating in the Optional Term Loan Commitment Increase shall have been received for the amount of its Pro Rata Term Share of the Optional Term Loan available Commitment Increase; provided, that no Lender is required to participate in the Optional Term Loan Commitment Increase unless such Lender has received the required credit approval. Any request made pursuant to this Section 2.2(c) must be submitted in writing (such writing to reflect the effective date (which shall be no less than ten (10) Business Days following the date of such writing) and dollar amount of the Optional Term Loan Commitment Increase) to Agent by wire transfer Administrative Borrower and contain a representation as to the Administrative Agentabsence of all Defaults and Events of Default (the “Increase Request”). Such wire transfer Promptly upon receipt of the Increase Request, Agent shall confirm whether the Increase Request shall be directed granted to Administrative Borrower. In the Administrative Agent at event that the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent Increase Request is granted, upon its effectiveness Schedule C-1 shall, subject without further action, be deemed to have been amended appropriately to reflect the Optional Term Loan Commitment Increase of each Lender with a Optional Term Loan Commitment that is participating in such Optional Term Loan Commitment Increase agrees (severally, not jointly or jointly and severally) to make term loans (each an, “Optional Term Loan,” and collectively with all other Optional Term Loans, the Original Term Loan and the Additional Term Loan, the “Term Loan”) to Borrowers in an amount equal to such Lender’s Optional Term Loan Commitment. Subject to the terms and conditions of this Agreement, including without limitation at any time after the satisfaction effectiveness of all applicable conditions in Sections 5.01 and 5.02an Optional Term Loan Commitment Increase, be made available to the Borrower by delivery of the proceeds thereof as Optional Term Loan Commitment Increase shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing treated as part of the Term Loan may Commitment without any requirement for additional documentation. (d) The Term Loan shall be a Eurodollar Rate Segmentrepaid in monthly installments, beginning on the first day of the first month following the Closing Date in an amount equal to $1,166,667 per month (or upon the effectiveness of an Optional Term Loan Commitment Increase, a Base Rate Segmentmonthly amount equal to 1/12th of 10% per annum of the principal amount of the Term Loan after giving effect to all Optional Term Loan Commitment Increases), plus accrued and unpaid interest on such amounts, such installments to be due and payable on the first day of each month, continuing until and including the Maturity Date, on which date the unpaid balance of the Term Loan would be due and payable in full. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or both; provided that if by acceleration. All amounts outstanding under the Borrower desires that Term Loan shall constitute Obligations. Once any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segmenthas been paid or prepaid, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, it may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. Any Term Loan made as a result of any Term Loan Commitment provided for pursuant to Section 2.15 (or any increase therein) shall be made on the applicable Increase Effective Date and each Lender which elects to provide or increase a Term Loan Commitment pursuant to Section 2.15 agrees to make Term Loans to the Borrower in an aggregate amount equal to (a) Subject with respect to any existing Term Loan Lender, the amount by which such Term Loan Lender’s Term Loan Commitment increases on the applicable Increase Effective Date and (b) with respect to any new Term Loan Lender, the amount of such new Lender’s Term Loan Commitment. The Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit C-2 hereto (collectively, the “Term Notes”), dated as of the making of such Term Loan and completed with appropriate insertions. One Term Note shall be payable to the terms and conditions order of this Agreement, each Term Loan Lender severally agrees in the principal amount equal to such Term Loan Lender’s Term Loan Commitment or, if less, the outstanding amount of all Term Loans made by such Term Loan Lender, as set forth below. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, an advance appropriate notation on Administrative Agent’s record reflecting the making of its Pro Rata Term Share of the such Term Loan to (or as the Borrower on case may be) the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofreceipt of such payment. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loans set forth on Administrative Agent’s record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan repaid Lender, but the failure to record, or prepaid by any error in so recording, any such amount on Administrative Agent’s record shall not limit or otherwise affect the obligations of the Borrower may be reborrowed hereunder, and no subsequent advance hereunder or under the any Term Loan Facility shall be allowed after the initial such advance Note to make payments of the principal or interest on any Term Loan on the Closing DateNote when due. Segments of the Term Loan Loans may be Base Rate Segments Loans or Eurodollar Rate Segments at the Borrower’s electionLIBORSOFR Loans, as further provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions hereof (including, without limitation, Sections 4.1 and 4.2 of this Agreement) and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally severally, but not jointly, agrees to make an advance of its Pro Rata Term Share of the Term Loan available to the Borrower Borrowers (through the Administrative Agent) (i) on the Closing Date, and from the Closing Date to the such Term Loan Maturity Date, convert Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of SEVENTY-EIGHT MILLION NINE HUNDRED ELEVEN THOUSAND ONE HUNDRED SEVENTY-NINE DOLLARS AND NINETY-ONE CENTS ($78,911,179.91) and continue Segments (ii) from time to time following the Closing Date such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in accordance with Dollars (each such term loan, a “Delayed Draw Term Loan”, and collectively, the terms hereof. The principal amount “Delayed Draw Term Loans”), in the case of each Segment such term loan in an amount equal to the amount drawn on any Non-Cash Collateralized Letter of Credit pursuant to Section 2.3(c)(iii); provided that, the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No aggregate amount of the Initial Term Loan repaid or prepaid and the initial amounts of all Delayed Draw Term Loans (the Delayed Draw Term Loan and the Initial Term Loan, the “Term Loan”), shall not exceed an amount equal to ONE HUNDRED FIFTEEN MILLION SIX HUNDRED EIGHTY THOUSAND TWO HUNDRED EIGHTY-NINE DOLLARS AND ONE CENT ($115,680,289.01) (the “Term Loan Committed Amount”). The Term Loan Collateral and the Allocated Term Loan Amount for each item of Term Loan Collateral shall be evidenced by Confirmations executed by the applicable Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be directed made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of the office of the Administrative Agent specified in Section 10.2, or at such other office as the Borrowers may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent at by the Administrative Agent’s Office Term Loan Lenders and shall be in the form of same day like funds in Dollars. The amount so as received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower (or by delivery of the proceeds thereof crediting such other account(s) as shall be directed by the Responsible Officer Borrowers). Term Loans must be repaid in accordance with the provisions hereof and will consist only of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar LIBOR Rate SegmentLoans; provided, a Base Rate Segmenthowever, or both; provided that if the Borrower desires that any portion of LIBOR Rate is not available, all LIBOR Rate Loans shall accrue interest at the initial Borrowing of Alternate Base Rate until such time as the LIBOR Rate is available. LIBOR Rate Loans shall be made by each Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLender at its LIBOR Lending Office.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make an Initial Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Term Commitment, which Initial Term Loans (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to the entire amount of each Lender’s Term Commitment; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13(b); and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in the Notice of Borrowing, and if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this Agreementset forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallCommitment, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Extended Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Refinancing Term Loan is advanced Commitment, as a Eurodollar Rate Segmentapplicable. Amounts repaid or prepaid in respect of Initial Term Loans, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, Incremental Term Loans or Extended Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower a term loan on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time Borrower in accordance with the terms hereof. The original principal amount of its Term Loan Commitment (the "Term Loan"). The obligations of each Segment Term Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1 (c)(i) (each a "Term Note" and collectively the "Term Notes"), and the Borrower shall execute and deliver a separate Term Note to each Term Lender in the original amount of each Lender's Term Loan Commitment. Each Term Note shall represent the obligation of the Borrower to pay the applicable Term Lender's Term Loan Commitment, together with interest thereon as prescribed in Section 1.4. Notwithstanding the foregoing, the Term Loan shall constitute a re-finance and increase of the existing term loan to the Borrower under the Existing Credit Facilities, and the Term Lenders shall only be required to advance additional funds in respect of the Term Loan Commitment to bring the aggregate outstanding hereunder from time principal balance of the Term Loan up to time $17,000,000. (ii) The Borrower shall bear interest repay the principal amount of the Term Loan in twenty-one (21) consecutive quarterly installments due on the last business day of March, June, September and December of each year, commencing June 30, 2004 (each such date a "Quarterly Payment Date"), such installments to be in the following amounts: June 30, 2004 $500,000 September 30, 2004 $500,000 Each of Next 18 $850,000 Quarterly Payment Dates Last Quarterly Payment $700,000 Date (iii) Notwithstanding the foregoing clause (ii), the aggregate outstanding principal balance of the Term Loan shall be repayable as herein provided. No amount due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. (iv) Each payment of principal with respect to the Term Loan repaid shall be paid to Agent for the ratable benefit of each Term Lender making or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under holding the Term Loan Facility shall be allowed after the initial Loan, ratably in proportion to each such advance of the Term Lender's respective Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinCommitment. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Closing Date Term Loan”) to Borrower in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Closing Date Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofAmount. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallIn addition, subject to the terms and conditions of this Agreement, on the Delayed Draw Term Loan Funding Date, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Delayed Draw Term Loan Amount; provided that (a) the Delayed Term Loan shall be made in a single drawing and Borrower may only request one Delayed Draw Term Loan, (b) the date selected by Borrower as the Delayed Draw Term Loan Funding Date shall be a date prior to the second anniversary of the Closing Date, and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. The Delayed Draw Term Loan shall be made by written request by an Authorized Person delivered to Agent (such written request, the “Delayed Draw Term Loan Notice”) and shall specify the Delayed Draw Term Loan Amount and the Delayed Draw Term Loan Funding Date. The Delayed Draw Term Loan Notice must be received by Agent no later than 10:00 a.m. (California time) on the fifth Business Day prior to the Delayed Draw Term Loan Funding Date. When funded, the Delayed Draw Term Loan shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the satisfaction of Term Loan for all applicable conditions in Sections 5.01 purposes hereunder and 5.02, be made available to under the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agentother Loan Documents. The initial Borrowing principal of the Term Loan may shall be repaid in quarterly installments on the last day of each fiscal quarter (commencing December 31, 2010), each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount with a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion final installment of the initial Borrowing unpaid balance on the Maturity Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan is advanced as a Eurodollar Rate Segment, in accordance with the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to terms hereof. Any principal amount of the date Term Loan that is then anticipated to repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeconstitute Obligations.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation make a Term Loan to Borrowers on the satisfaction Closing Date in the principal sum of all applicable conditions in Sections 5.01 $10,000,000 ("Term Loan"). The Term Loan shall be advanced on the Closing Date and 5.02shall be, be made available with respect to principal, due and payable upon the last day of the Original Term of this Agreement (subject to mandatory prepayments pursuant to Section 2.2(C) hereof or acceleration upon the occurrence and during the continuation of an Event of Default under this Agreement or termination of this Agreement). Notwithstanding anything herein to the Borrower by delivery of contrary, the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing entire unpaid principal balance of the Term Loan shall be immediately due and payable upon the acceleration of the Obligations pursuant to Section 11(g) of this Agreement. The Term Loan shall be evidenced by the Term Note. Lender shall, subject to the terms and conditions of this Agreement, from time to time, from and after the Closing Date through the last day of the Original Term, make Loans to Borrowers to finance any Borrower's purchase of Equipment for use in such Borrower's business (any such loan, an "Equipment Loan"). All Equipment Loans shall be in such amounts as are requested by Borrowing Agent on behalf of any Borrower, but in no event shall any Equipment Loan (i) be in an amount less than Five Hundred Thousand Dollars ($500,000) or (ii) exceed the Applicable Percentage of the cash purchase price set forth on the invoice therefor (exclusive of fees, commissions, freight, taxes, installation charges and other soft costs related to such Equipment) of the Equipment then to be purchased. In no event shall the aggregate amount of all (a) Equipment Loans made hereunder exceed $8,000,000 and (b) PMSI Equipment Loans made hereunder exceed $5,000,000. In addition, Borrowers may not receive more than $3,000,000 in Equipment Loans during any twelve (12) consecutive months. Equipment Loans shall be advanced by Lender to Borrowers upon Borrowing Agent's request for either an Additional Equipment Loan or a Eurodollar Rate SegmentPMSI Equipment Loan, a Base Rate Segmentas the case may be, on behalf of any Borrower together with such information as Lender may reasonably require verifying that such Borrower has made, or both; provided that if will make, during its then current Fiscal Year Capital Expenditures in each case in amounts not less than the Borrower desires that requested Equipment Loan. Borrowers, in the aggregate, shall not be permitted to make more than four (4) requests, in the aggregate, in any portion Fiscal Year but Borrowers shall be permitted to combine two or more purchases of Equipment in order to satisfy the minimum size requirement for an Equipment Loan and to avoid making more than the permitted number of requests for Equipment Loans in any Fiscal Year. All Equipment Loans shall amortize on a seven (7) year basis and shall be payable, with respect to principal, in consecutive quarterly installments, commencing on the first Business Day of the initial Borrowing first fiscal quarter following the funding by Lender of the Term applicable Equipment Loan is advanced as and the final installment of each Equipment Loan shall be in the amount of the balance thereof and shall be due on the last day of the Original Term, subject to acceleration upon the occurrence of a Eurodollar Rate SegmentDefault or Event of Default under this Agreement or termination of this Agreement. Each Equipment Loan shall otherwise be evidenced by, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together and repayable in accordance with the Borrower’s written acknowledgement in form terms and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date conditions set forth in the Equipment Note. All Equipment Loans shall be secured by all Collateral except, notwithstanding anything to the contrary herein or in any other Loan Document, each PMSI Equipment Loan shall be secured solely by the Equipment being purchased with such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticePMSI Equipment Loan.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $2,000,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed. (b) The Term Loan shall be repayable in installments, convert in accordance with the schedules of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan (i) in full upon the consummation of any Sale, and continue Segments (ii) in whole or in part from time to time in the event and to the extent of 50% of any Qualified Proceeds received by the Borrower from time to time. Any prepayment required under the foregoing clause (ii) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or thirty (30) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds are not applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears on the last day of each Segment calendar month and on the Term Loan Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Convertible Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing order of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLender.

Term Loan. (a) Subject to On the Closing Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateDate in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the Closing Date to same Term Borrowing shall consist of Term Loans of the Term Loan Maturity Date, convert and continue Segments from time to time same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject The amount of any term loans being made by Lender to any Borrower on the terms and conditions of this Agreement, date hereof is set forth in Section 10.2(a) (the "Initial Term Loans"). Such Initial Term Loans shall be evidenced by a promissory note delivered by each Term Loan Lender severally agrees to make Borrower receiving an advance of its Pro Rata Term Share of the Initial Term Loan to the Borrower on the Closing DateLender and shall be repaid, together with interest and from the Closing Date to the Term Loan Maturity Dateother amounts, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest this Agreement and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinpromissory notes. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the The amount of its Pro Rata any additional term loans which may be available to any Borrower at Lender's discretion after the date hereof is set forth in Section 10.2(b) ("Additional Term Share of Loans" and together with the Initial Term Loan available by wire transfer to Loans, the Administrative Agent"Term Loans"). Such wire transfer Additional Term Loans shall be directed evidenced by promissory notes delivered by such Borrower to the Administrative Agent at the Administrative Agent’s Office Lender, in form and substance reasonably acceptable to Lender, and shall be repaid together with interest and other amounts in accordance with this Agreement and such promissory notes. All promissory notes evidencing such Additional Term Loans, together with the form of same day funds in Dollars. The amount so received by promissory notes evidencing the Administrative Agent shallInitial Term Loans, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed referred to as the "Promissory Notes." (c) All appraisals conducted in connection with the Term Loans shall be conducted at Borrowers' expense by the Responsible Officer of the Borrower and an independent appraiser reasonably acceptable to Lender. In addition, with respect to the Administrative Agent. The initial Borrowing of the Additional Term Loan may be a Eurodollar Rate SegmentLoans, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent (i) Lender shall make have received such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days appraisal at least thirty (30) days prior to the date that is then anticipated to be of the Closing Daterequested advance for such Additional Term Loan, the Administrative Agent has (ii) Lender shall have received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance evidence reasonably satisfactory to the Administrative Agent Lender that the provisions machinery and equipment has been purchased by Borrower and delivered to such Borrower at one of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date its locations set forth in Section 10.6(e) and that such Term Loan Interest Rate Selection notice any or all of the amounts specified machinery and equipment is in place and operational and (iii) Lender shall have received invoices and such Term Loan Interest Rate Selection Noticeother documentation as reasonably requested by Lender.