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 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 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. (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 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 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 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 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. 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 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. (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 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 the terms and conditions of this Agreement, hereof (including Section 5.1 with respect to the Initial Term Loans and Section 5.2 with respect to each Term Loan Advance thereafter), the Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan Advances in Dollars to the Borrower on the Closing DateBorrower, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time on any Business Day during the Availability Period, in accordance with an aggregate amount, not to exceed at any one time outstanding the terms hereof. The principal amount of each Segment of the Lender’s Term Loan outstanding hereunder from time Credit Aggregate Commitment. For the avoidance of doubt, and subject to time the conditions set forth in Section 5.1, on the Effective Date the Borrower shall bear interest borrow and the Lender shall make, the Initial 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 hereinLoans. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each The Borrower may request Term Loan Lender shall, pursuant Advances only by delivery to the terms and subject to Lender of a Request for Term Credit Advance executed by an Authorized Signer for 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 shallBorrower, subject to the terms and conditions of this Agreementfollowing: (i) each such Request for Term Credit Advance shall set forth the information required on the Request for Term Credit Advance, including without limitation limitation, the satisfaction proposed date of all applicable conditions in Sections 5.01 and 5.02such Term Loan Advance, which must be made available a Business Day; (ii) each such Request for Term Credit Advance shall be delivered to the Borrower Lender 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 Segment12:00 p.m. (New York Time time), 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 ten (10) Business Days prior to the proposed date that is then anticipated of the Term Loan Advance; (iii) on the proposed date of any Term Loan Advance (after giving effect to such additional contemplated Term Loan Advance), the aggregate principal amount of all Term Loans outstanding on such date shall not exceed the Term Loan Credit Aggregate Commitment; provided that: (A) the only Term Loan Advance permitted on the Effective Date shall be the Closing Date, the Administrative Agent has received from the Borrower a Initial Term Loan Interest Rate Selection Notice Advance, (B) after the Initial Term Loan Advance, no additional Term Loan Advances shall be made (and the Lender shall have no obligation to make any Term Loan Advances) prior to the delivery of the Independent Engineer’s Report with respect theretoto the Turkey Creek Project, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent Lender, (C) after the delivery of the Independent Engineer’s Report pursuant to clause (B) but prior to the delivery of (i) a certificate signed by a Responsible Officer certifying to the completion of the Turkey Creek Project, (ii) the Commercial Operation Date with respect to the Turkey Creek Project, (iii) satisfaction of the Turkey Creek EPC Conditions, (iv) delivery of the Turkey Creek Lien Waivers, (v) receipt by Lender of each of the deliverables set forth in Sections 7.20(a) and 7.20(b) herein, (vi) satisfaction of a performance test that achieved 50% or greater capacity factor over a consecutive sixty (60) day period and (vii) satisfaction of the provisions requirements set forth in Section 7.20(h), no Term Loan Advances shall be made if the aggregate principal amount of Section 4.05 hereof Term Loans outstanding hereunder (after giving effect to such additional contemplated Term Loan Advance) would exceed $180,000,000, and (D) after the delivery or satisfaction, as applicable, of each of the deliverables enumerated in clause (C) above, the Borrower may request Term Loan Advances up to the then remaining amount available under the Term Loan Credit Agreement Commitment. (iv) the principal amount of such Term Loan Advance shall apply be at least $25,000,000 or the remainder available under the Term Loan Credit Aggregate Commitment; (v) there shall be no more than two (2) Term Loan Advance per calendar quarter and no more than one (1) Term Loan Advance per calendar month; and (vi) a Request for Term Credit Advance, once delivered to any failure the Lender, shall not be revocable by the Borrower to borrow on and shall constitute a certification by the Borrower as of the date thereof that: (1) all conditions to the making of the Term Loan Advance set forth in this Agreement have been satisfied, and shall remain satisfied to the date of such Term Loan Interest Rate Selection notice any or all of the amounts specified in Advance (both before and immediately after giving effect to such Term Loan Interest Rate Selection NoticeAdvance); (2) there is no Default or Event of Default in existence, and none will exist upon the making of such Term Loan Advance (both before and immediately after giving effect to such Term Loan Advance); and (3) the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the date of the making of such Term Loan Advance (both before and immediately after giving effect to such Term Loan Advance), other than any representation or warranty that expressly speaks only to a different date (in which case shall be true and correct as of such referred to date); (c) On the last day of the Availability Period, any amounts of undrawn Term Loan Credit Aggregate Commitments shall terminate (to the extent not previously terminated). For the avoidance of doubt, amounts borrowed under this Section 4.1 may not be reborrowed once repaid.

Term Loan. (a) Subject 4.1 Standard Federal hereby extends to the terms and conditions of this Agreement, each Borrowers the Term Loan. 4.2 The 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 herein extended 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 Agreementthe Term Note. The Term Loan shall be payable and shall bear interest as set forth in the Term Note. This Loan Agreement and the Term Note are of equal materiality and shall each be construed in such manner as to give full force and effect to all provisions of both documents. 4.3 The Term Note shall provide that Standard Federal shall, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available from time to time prior to the Borrower Advance Date, make advances to Borrowers upon request by delivery Borrowers, made in accordance with the provisions of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable subject to the Administrative Agentterms and conditions contained in the Term Note. The initial Borrowing advance shall be in the amount of Eighteen Million Five Hundred Thousand and 00/100 Dollars ($18,500,000.00). Additional advances shall be made in amounts not in excess of the lesser of: (a) Eighty percent (80.0%) of the increase in value of the Borrowers' facilities located in Galion, Ohio and Winesburg, Ohio resulting from construction which is currently in progress (the "Construction"), as such increase in value is reasonably determined by Standard Federal, or (b) Ninety percent (90.0%) of the costs of such Construction. 4.4 Accrued interest shall be payable monthly until the Advance Date. From and after the Term Date, Standard Federal shall make no further advances of principal and the principal balance outstanding as of the Advance Date shall be repaid in consecutive monthly payments of principal, each in the amount determined by dividing the outstanding principal balance as of the Advance Date by Eighty Four (84), plus interest accrued to the due date of each such payment, and a final payment on the maturity date in an amount equal to the then unpaid principal and accrued interest. 4.5 Term LIBOR Borrowings under the Term Loan may be a Eurodollar shall bear interest at the Term LIBOR Rate Segment, a Base and Prime Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of Borrowings under the Term Loan is advanced as a Eurodollar shall bear interest at the Prime-Based Rate. Borrowers shall have the option to designate whether Borrowings shall consist of Term LIBOR Borrowings or Prime Rate SegmentBorrowings, 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 exercised as hereinafter described. 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 be calculated on the date set forth in such Term Loan Interest Rate Selection notice any or all basis of a year of 360 days for the actual number of days amounts specified in such Term Loan Interest Rate Selection Noticeare outstanding.

Term Loan. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender with a Term Loan Lender Commitment, severally and for itself alone, agrees to make an advance of its in Dollars such Lender’s Pro Rata Term Share of a term loan (the “Term Loan Loan”) in one advance to the Borrower on the Closing Date in the aggregate amount of (x) the Maximum Term Loan Facility minus (y) the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) on the date hereof. As of the Closing Date, (x) the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) is equal to $48,009,165 and from immediately after giving effect to such advance on the Closing Date, the DM3\7000734.9 outstanding aggregate principal amount of the “Term Loan” (as defined in this Agreement) is equal to the Maximum Term Loan Facility and (y) the outstanding aggregate principal amount of the “Acquisition Loan” (as defined in the Original Term Loan Agreement) is equal to $11,400,000 and immediately after giving effect to such advance on the Closing Date, the outstanding aggregate principal amount of the “Acquisition Loan” (as defined in the Original Term Loan Agreement) is equal to $0.00 and the “Acquisition Loan Commitment” (as defined in the Original Term Loan Agreement) shall be terminated; provided, however, on the Closing Date the Borrower shall make a voluntary prepayment of the Loan in an amount equal to $700,000.00 (the “Closing Date Prepayment”), which amount shall be received by Administrative Agent and applied by Administrative Agent against the outstanding principal balance of the Term Loan, and, notwithstanding anything to the Term Loan Maturity Datecontrary contained herein, convert the Administrative Agent and continue Segments from time Lenders hereby consent to time the Closing Date Prepayment and waive any requirement that any Prepayment Premium be required to be delivered by the Borrower in accordance connection with such Closing Date Prepayment for this specific instance only. Any amounts paid or applied to the terms hereof. The principal amount of each Segment balance of the Term Loan outstanding (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The payment obligations of the Borrower to the Lenders and Administrative Agent hereunder from time are and shall be joint and several as provided in Section 12.21 hereof. Each Lender’s obligation to time shall bear interest and fund the Term Loan shall be repayable as herein provided. No amount limited to such Lender’s Pro Rata Share of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Commitment. The Term Loan Facility Commitment shall be allowed after automatically and permanently terminate concurrently with the initial such advance making 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 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 142901395v2 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 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 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, to 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 interest, and the Term Loan shall be repayable repayable, in each case, 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 DateDate except as otherwise permitted by Section 2.13. 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 Each 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 in immediately available funds at the Administrative Agent’s Office and shall be in not later than 12:00 p.m. on the form of same day funds in DollarsClosing Date. 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 5.02Section 4.01, 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 AgentOfficer. The initial Borrowing of the Term Loan may on the Closing Date shall be a Eurodollar Rate Segment, a Base Rate Segment, or bothSegment with an Interest Period of one month; 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 ifthat, not later 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 Term Loan Interest Rate Selection Notice 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 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. (ai) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan Lender severally agrees to make an advance its portion of its Pro Rata a term loan (the “Term Share Loan”) to the Borrower in Dollars during the Availability Period in one or more Borrowings (each such Borrowing of the Term Loan to the Borrower on the Closing DateLoan, and from the Closing Date to the a “Term Loan Maturity DateDraw”), convert and continue Segments from time not to time exceed four Term Loan Draws, in accordance with the terms hereofan aggregate amount not to exceed such Lender’s Term Loan Commitment. The Each Term Loan Draw shall be in a 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 providedat least $5,000,000. No amount of the Term Loan Amounts 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 not be reborrowed. The Term Loan may consist of Base Rate Segments Loans or Eurodollar Rate Segments at the Borrower’s electionLoans, or a combination thereof, as further provided herein. (b) Not later than 1:00 P.M. New York time; provided, however, that any Term Loan Draw made 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 Date or any of the Term Loan available by wire transfer to three (3) Business Days following the Administrative Agent. Such wire transfer Closing Date 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 as Base Rate Loans unless 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 delivers 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, Funding Indemnity Letter not later less than three (3) Business Days prior to the date of such Term Loan Draw. (ii) Notwithstanding anything to the contrary in this Agreement, any Term Loan Draw made for the purpose of funding a Limited Condition Acquisition may be subject to Section 1.07 provided that is then anticipated (A) the Borrower shall deliver written notice of such request to the Administrative Agent at least ten (10) Business Days prior to the LCA Test Date (or such shorter period as the Administrative Agent may designate in its sole discretion), together with: (I) a quality of earnings with respect to the target of such Limited Condition Acquisition, (II) a management presentation if prepared with respect to such Limited Condition Acquisition, (III) the most recently completed audit for the target of such Limited Condition Acquisition, (IV) a five year income statement forecast of Holdings and its Subsidiaries after giving effect to such Limited Condition Acquisition on a Pro Forma Basis and (V) a sources and uses table with respect to such Limited Condition Acquisition and (B) each Lender shall be afforded five (5) Business Days from receipt of such notice to consent to such request. If any Lender does not respond in such period, such Lender shall be deemed to have rejected such request. If less than all Lenders holding a Term Loan Commitment consent to funding the Term Loan Draw subject to Section 1.07, the Term Loan Draw requested by the Borrower may be funded by the consenting Lenders only in an amount equal to the lesser of (x) the requested amount of such Term Loan Draw and (y) the aggregate amount of the undrawn Term Loan Commitments of such consenting Lenders, and the portion of the Term Loan to be drawn pursuant to such Term Loan Draw shall thereafter constitute a separate tranche of Loans (a “Term Loan Tranche”). (iii) Each Term Loan Tranche shall be evidenced by an amendment (a “Term Loan Tranche Amendment”) to this Agreement, giving effect to the Closing Datemodifications permitted by this Section 2.01 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent has received from and each Lender providing a portion of the Borrower a Term Loan Interest Rate Selection Notice with respect theretoTranche, together with which such amendment, when so executed, shall amend this Agreement as provided therein. Each Term Loan Tranche Amendment shall also require such amendments to the Borrower’s written acknowledgement in form Loan Documents, and substance satisfactory to such other new Loan Documents, as the Administrative Agent that reasonably deems necessary or appropriate to effect the provisions of modifications and credit extensions permitted by this Section 4.05 hereof 2.01. Neither any Term Loan Tranche Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall apply be required to be executed or approved by any failure by Lender, other than the Borrower to borrow on the date set forth in Lenders providing such Term Loan Interest Rate Selection Tranche and the Administrative Agent, in order to be effective. The Administrative Agent shall give notice any or all to the Loan Parties and the Lenders of the amounts specified in such effectiveness of any Term Loan Interest Rate Selection NoticeTranche Amendment.

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 Applicable Term Share Loan Percentage of the Term Loan to the Borrower on the Closing Date; provided, and however, that to the extent that the Administrative Agent shall not have received an advance from the Closing Date to any Term Loan Lender of its Applicable Term Loan Percentage of the Term Loan Maturity Dateas of the time of the closing of the Transactions, convert and continue Segments from time then, subject to time in accordance with the terms hereofand conditions of this Agreement, the Administrative Agent shall advance such amounts so not received from such Term Loan Lender, without prejudice to the rights of Bank of America or the Arranger under the Fee Letter. 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 Borrowing 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, 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 Applicable Term Share Loan Percentage 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 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 shall be a Eurodollar Rate Segment, a single 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 subject to the date that is then anticipated to be conversion after the Closing Date, the Administrative Agent has received from the Borrower Date in accordance with 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 delivered on the date set forth in such Closing Date pursuant to Section 4.01(a) (or, if no Term Loan Interest Rate Selection notice any or all of Notice is so delivered on the amounts specified Closing Date, thereafter in such Term Loan Interest Rate Selection Noticeaccordance with Section 2.03).

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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 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.

Term Loan. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties of this Agreementthe Loan Parties in the Loan Documents, each Term Loan Lender agrees, severally agrees and not jointly, to make an advance a term loan (collectively, for all Term Lenders, the “Term Loan”) on the Closing Date to the Borrowers in the amount of such Term Lender’s Term Loan Commitment. The obligations of each Term Lender hereunder to make its Pro Rata Term Share share of the Term Loan to shall be several and not joint (b) The Borrowers shall repay the Borrower Term Loan in twenty-two (22) consecutive quarterly installments on the Closing Datefirst day of July, October, January and from April of each year commencing July 1, 2005 in the Closing Date to amount of $268,750. (c) Notwithstanding Section 2.1(b), the aggregate outstanding principal balance of the Term Loan shall be due and payable in full in immediately available funds on the Term Loan Maturity Date, convert if not sooner paid in full. No payment with respect to the Term Loan may be reborrowed. (d) Each payment of principal with respect to the Term Loan shall be paid to the Administrative Agent for the ratable benefit of each Term Lender making a Term Loan, ratably in proportion to each such Term Lender’s respective Applicable Percentage of the Term Loan. (e) The Term Loan shall be comprised of ABR Loans and/or Eurodollar Loans as the Borrower Representative may request pursuant to this Section 2.1. Each Term Loan Lender may at its option make any Term Loan comprising a Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Term Loan Lender to make such Term Loan; provided that any exercise of such option shall not affect the joint and continue Segments from time several obligation of the Borrowers to time repay such Term Loan in accordance with the terms hereofof this Agreement and such Term Loan Lender shall not be entitled to any amounts payable under Section 2.11 or Section 2.17 in respect of increased costs arising as a result of such exercise. The principal amount Term Loan Borrowings of each Segment more than one Type may be outstanding at the same time; provided, however, that the Borrower Representative shall not be entitled to request all or any portion of the Term Loan be comprised of Eurodollar Loans if such request would result in more than ten Eurodollar Borrowings outstanding hereunder from time to time shall bear interest and at any time. For purposes of the Term Loan foregoing, Borrowings (including any Revolving Credit Borrowing) having different Interest Periods, regardless of whether they commence on the same date, shall be repayable as herein providedconsidered separate Borrowings. No amount Any such request by the Borrower Representative to have all or a portion of the Term Loan repaid be comprised of a Eurodollar Loan or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the to continue or convert a Term Loan Facility shall must 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. made by 12:00 p.m. (b) Not later than 1:00 P.M. New York City 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 (1) the date that of any proposed Term Loan Borrowing which is then anticipated to bear interest at the Eurodollar Rate, (2) the end of each Interest Period with respect to any Term Loan to be continued as a Eurodollar Loan, or (3) the Closing Date, the Administrative Agent has received from the date on which Borrower a Representative wishes to convert any ABR Term Loan to a Eurodollar Loan for a Interest Rate Selection Notice Period designated by Borrower Representative in such election. If no election is received with respect to a Eurodollar Loan by 12:00 p.m. (New York City time) on the third Business Day prior to the end of the Interest Period with respect thereto, together with that Eurodollar Loan shall be converted to an ABR Loan at the Borrower’s written acknowledgement in form and substance satisfactory end of its Interest Period. Borrower Representative must make such election by notice to the Administrative Agent that in writing, by telecopy or overnight courier. The Borrowers shall not be entitled to convert all or any portion of the provisions Term Loan to a Eurodollar Loan or to continue all or any portion of Section 4.05 hereof shall apply the Term Loan as a Eurodollar Loan if a Default or Event of Default has occurred and is continuing. Notwithstanding anything in this Agreement to the contrary, the Borrowers may not elect to have the Term Loan or any failure portion thereof be comprised of a Eurodollar Loan until the earlier of (i) 20 days after the Closing Date or (ii) completion of primary syndication as determined by the Administrative Agent and Lead Arranger. Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to borrow on request all or any portion of the date set forth in such Term Loan be comprised of a Eurodollar Loan if the Interest Rate Selection notice any or all of Period requested with respect thereto would end after the amounts specified in such Term Loan Interest Rate Selection NoticeMaturity Date.

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 Term Loan term loans to the Borrower on the Closing DateDate in an amount for each Lender up to but not exceeding the amount of the Commitment of such Lender and in an aggregate principal amount not to exceed $75,000,000 (together, the "Term Loans", and from the Closing Date to the each a "Term Loan Maturity DateLoan"), convert which shall bear interest and continue Segments from time to time shall be repaid in accordance with the terms hereof. The principal amount of each Segment of Once repaid, the Term Loan outstanding Loans incurred hereunder from time to time shall bear interest and the Term Loan shall may not 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 hereinreborrowed. (b) The Borrower shall give the Administrative Agent written notice of the borrowing hereunder at least one Business Day prior to the Closing Date; provided that such notice shall be deemed to have been given on a certain day only if given before 12:00 P.M. (New York City time) on such day. Not later than 1:00 P.M. (New York City time, ) on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, shall make available the amount of its Pro Rata Term Share of the Term Loan available to be made by wire transfer to the Administrative Agent. Such wire transfer shall be directed it on such date to the Administrative Agent at as specified by the Administrative Agent’s Office and shall be , in immediately available funds, for the form account of same day funds in Dollarsthe Borrower. The aggregate 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 depositing the same, in immediately available funds, in an account of the proceeds thereof as Borrower designated by the Borrower to the Administrative Agent in the notice of borrowing. (c) The failure of any Lender to make any Term Loan to be made by it on the Closing Date shall not relieve any other Lender of its obligation to make its Term Loan on such date, but neither any Lender nor the Administrative Agent shall be directed responsible for the failure of any other Lender to make a Term Loan to be made by such other Lender, and no other Lender shall have any obligation to the Administrative Agent or any other Lender or the Borrower for the failure by such Lender to make any Loan required to be made by such Lender. The amounts payable by the Responsible Officer Borrower at any time hereunder and under the Term Notes to each Lender shall be a separate and independent debt of the Borrower and reasonably acceptable each Lender shall be entitled to the Administrative Agent. The initial Borrowing protect and enforce its rights arising out of this Agreement and the Term Loan may Notes, and it shall not be a Eurodollar Rate Segment, a Base Rate Segment, necessary for any other 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 to consent to, or be joined as an additional party in, any proceedings for 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 Noticepurposes.

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 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 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 Bank agrees to make the Term Loan available to the terms and conditions Borrower in accordance with the provisions hereof, which loan is intended to be extended in the form of a single advance concurrently with the closing of this Agreement, each the making of which shall occur, in any event, no later than October 31, 2003. Further, it is understood that any unused portion of the possible maximum Term Loan Lender severally agrees to make an advance amount that is not extended at the time of its Pro Rata Term Share the making 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 hereofadvance shall not be available for further advances thereafter. 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 maximum aggregate amount of the Term Loan repaid or prepaid by shall not exceed 100% of the Borrower may be reborrowed hereunderdocumented cost of Eligible Equipment, and provided that no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance more than 35% of the Term Loan amount extended hereunder shall be based on the Closing Date. Segments and relate to Eligible Equipment consisting of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinOther Equipment. (b) Not later than 1:00 P.M. New York time, on Interest accrues from the Closing Date, each Term Loan Lender shall, pursuant to date of the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share making of the Term Loan available by wire transfer at the rate set forth in Section 2.3 hereof. The Term Loan is payable in 36 equal monthly installments of principal and interest, beginning on the November 1, 2003 and continuing on the 1st day of each of the succeeding 35 months, and on the final monthly payment that arises in accordance with the foregoing (such date being referred to herein as the Administrative Agent. Such wire transfer "Maturity Date"), the Term Loan, all accrued and unpaid interest thereon and all other Obligations relating thereto shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be repaid in the form of same day funds in Dollarsfull. The Borrower may prepay any 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 Segmentat any time without notice or payment of premium, a Base Rate Segment, fee or both; provided that if penalty other than for the Borrower desires that any portion payment of the initial Borrowing Prepayment Fee as calculated for such prepayment. Further, no repaid portion of the Term Loan is advanced as a Eurodollar Rate Segmentpermitted to be reborrowed. (c) To obtain the Term Loan, Borrower must supply documentary evidence of the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Eligible Equipment to Bank at least two Business Days prior the proposed making thereof, which evidence shall be deemed to the date be acceptable to Bank, and Borrower shall also complete and deliver to Bank a notice of advance request therewith in form of Exhibit B hereto that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower signed by 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 Responsible Officer or a designee 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 NoticeResponsible Officer.

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. (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 An advance shall be made hereunder 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 Dealers on the Closing Date, and from Loan Date in 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 $75,000,000.00 (the "Term Loan") the proceeds of the Term Loan outstanding hereunder from time which shall be used to time shall bear interest and the repay $75,000,000.00 of WCO Advances owed to IBM Credit hereunder. 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 constitute a single 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 a WCO Advance. Except as set forth in Dollarsthis subparagraph, the Term Loan shall be subject to all of the terms and provisions applicable to other WCO Advances. The amount so received Notwithstanding any other term or provision of this Agreement applicable to WCO Advances, provided no Event of Default has occurred and is continuing: (i) the Term Loan shall accrue a finance charge each month equal to the product of the Term Loan Rate, as defined herein, multiplied by the Administrative Agent shallaverage daily balance of the outstanding Term Loan for the applicable period, (ii) the principal amount of the Term Loan shall be due and payable the earlier of (x) the date that the Existing Agreement is terminated and (y) February 3, 1997 (the "Loan End Date"), (iii) subject to the terms and conditions of this Agreementfollowing sentence, including without limitation in the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery event that Dealers repay any portion of the proceeds thereof as principal amount of the Term Loan before the Loan End Date, Dealers shall pay to IBM Credit along with such repayment a pre-payment fee of $50,000 ("Pre-Payment Fee"), (iv) if on any date the principal balance of the Term Loan exceeds the Term Loan Maximum Amount, the Term Loan shall be directed by the Responsible Officer of the Borrower prepaid on such date in an amount equal to such excess, and reasonably acceptable to the Administrative Agent. The initial Borrowing (v) repayments of the Term Loan may not be a Eurodollar Rate Segmentreborrowed. Provided, a Base Rate Segmenthowever, 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 Dealers repay such Term Loan Interest Rate Selection notice any or all pursuant to subsection (c) below, such Pre-Payment Fee shall be waived by IBM Credit. For purposes of the amounts specified in such this subparagraph, "Term Loan Interest Rate" shall be the greater of (x) Prime Rate Selection Noticeplus 1.875% and (y) the Base Rate plus 1.0%." For purposes of this subparagraph Term Loan Maximum Amount shall mean 80% of Eligible Accounts."

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 The Company may, upon notice from the Company to the terms and conditions of this Agreement, each Term Loan Lender severally agrees Administrative Agent pursuant to make an advance of its Pro Rata Term Share of the Term Loan delivery to the Borrower Administrative Agent of a Notice of (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (2) on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in accordance with the terms hereof. The a principal amount of each Segment $5,000,000 or a whole multiple of $1,000,000 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 $1,000,000 or a whole multiple of $500,000 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 ratably to the remaining principal amortization payments including the final payment on the Maturity Date; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing or if such prepayment is to be made in connection with an acquisition or a transaction involving a Change of Control, such notice of prepayment may be revoked (subject to Section 3.05) if the financing, acquisition or Change of Control transaction is not consummated within the period indicated in such notice. No Each such notice shall specify the date and amount of such prepayment and the Term Loan repaid or Type(s) of Loans to be prepaid by and, if Eurocurrency Rate Loans are to be prepaid, the Borrower may be reborrowed hereunderInterest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable 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 the Term Loan available by wire transfer to the Administrative Agentsuch prepayment. 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 If such notice is given 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 SegmentCompany, the Administrative Agent Company shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to prepayment and the payment amount specified in such notice shall be due and payable on the date that is then anticipated to specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoamount prepaid, together with the Borrower’s written acknowledgement in form and substance satisfactory any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied 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 applicable Loans of the amounts specified Lenders in such Term Loan Interest Rate Selection Noticeaccordance with their respective Applicable Percentages.

Term Loan. (ai) Subject Pursuant to the Existing Credit Agreement, Lenders party thereto advanced term loans to Borrower in the aggregate principal amount of $173,500,000, of which $162,000,000.00 remains outstanding (the “Existing Term Loan”). On the Closing Date and subject to the satisfaction or waiver by Agent and each Lender of each of the conditions set forth in Section 2, the Lenders agree that (x) 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 amended and restated on the terms and conditions set forth herein provided. No and (y) the outstanding principal amount of the Term Loan repaid or prepaid by (the Borrower may “Closing Date Term Loan Amount”) of each Term Lender shall be reborrowed hereunderas set forth in Annex J, and no subsequent advance under the aggregate Closing Date Term Loan Amount of all Term Lenders shall be $133,300,000. The obligations of each Term Lender hereunder shall be several and not joint. Except as provided in Section 1.12, the Term Loan Facility shall be allowed evidenced by promissory notes substantially in the form of Exhibit 1.1(b) (each a “Term Note” and collectively the “Term Notes”). Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender’s Total Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. Promptly after the initial receipt from a Lender of an original Term Note executed and delivered by Borrower pursuant to the Existing Credit Agreement and marked “cancelled”, Borrower shall execute and deliver to such advance Lender a new Term Note in replacement of such Term Note in the principal amount of the Term Loan of such Lender hereunder. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender’s Total Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. (ii) [Intentionally Omitted] (iii) The entire unpaid balance of the Term Loan shall be due and payable in full in immediately available funds on the Closing Commitment Termination Date, if not sooner paid in full. Segments of No 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 made pursuant to the Administrative Agent. Such wire transfer this Section 1.1(b) shall be directed paid to Agent for the Administrative Agent at the Administrative Agentratable benefit of each Term Lender, ratably in proportion to each such Term 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 Total 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 NoticeCommitment.

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 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 Borrowing 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 's Office and shall be in the form of same day funds 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 4.01 and 5.024.02, 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 shall be a Eurodollar Rate Segment, a single 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 subject to the date that is then anticipated to be Conversion after the Closing Date, the Administrative Agent has received from the Borrower Date in accordance with 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 delivered on the date set forth in such Closing Date pursuant to Section 4.01(a) (or, if a Term Loan Interest Rate Selection notice any or all of Notice is not delivered on the amounts specified Closing Date, thereafter in such Term Loan Interest Rate Selection Noticeaccordance with Section 2.03).

Term Loan. (ai) Subject to the terms and conditions of this Agreement, the Term Loan Lenders shall make a Term Loan to Borrowers on the First Amendment Closing Date, in the amount for each Term Loan Lender severally agrees equal to make an advance its respective Term Loan Commitment. To evidence the Term Loan, Borrowers shall execute and deliver to each Term Loan Lender a Term Note, substantially in the form of its Pro Rata Term Share of Exhibit E hereto, with appropriate insertions. Borrowers shall pay principal on the Term Loan to the Borrower in equal consecutive monthly installments of $133,333.33 commencing May 31, 2019, and continuing on the Closing Datelast day of each succeeding month thereafter, and with a final payment in the amount of the then remaining balance thereof payable in full on May 1, 2024. The Term Loan may not be reborrowed. (ii) Borrowers shall notify Agent from time to time, in accordance with the Closing Date to notice provisions of Section 2.2 hereof, whether the Term Loan Maturity Datewill be a Base Rate Loan or an Overnight LIBOR Loan. The Term Loan may be a mixture of Base Rate Loans and Overnight LIBOR Loans. The Term Loan Lenders, at the request of Borrower to Agent, provided that no Event of Default exists hereunder and subject to the applicable notice and other provisions of Section 2.2 hereof, shall convert a Base Rate Loan to an Overnight LIBOR Loan at any time and continue Segments shall convert an Overnight LIBOR Loan to a Base Rate Loan at any time. (iii) Borrowers shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from time to time from the date thereof until paid, commencing May 31, 2019, and continuing on the last day of each succeeding month thereafter and at the maturity thereof, at the Derived Base Rate from time to time in accordance with effect. (iv) Borrowers shall pay interest on the terms hereof. The unpaid principal amount of each Segment of the Term Overnight LIBOR Loan outstanding hereunder from time to time shall bear interest and from the Term Loan date thereof until paid, fixed in advance for each Overnight LIBOR Interest Period as herein provided for each such Overnight LIBOR Interest Period. Interest on such Overnight LIBOR Loans shall be repayable as herein providedpayable, commencing May 31, 2019, and on the last day of each succeeding month thereafter and at the maturity thereof. 6. No amount Article II of the Term Loan repaid or prepaid Credit Agreement is hereby amended by replacing the Borrower may be reborrowed hereunderreferences to “Section 2.1” in Section 2.1A.1(vi), Section 2.1A.2(iv) and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance Section 2.2(c) with a reference to “Section 2.1A”. 7. Section 2.3(b) of the Term Loan on Credit Agreement is hereby amended to delete subpart (i) therefrom in its entirety and to insert in place thereof 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.following:

Term Loan. (a) Subject to the terms and conditions of this Agreement, (a) on the Closing Date each Lender with a Term Loan Commitment made (severally, not jointly or jointly and severally) term loans (collectively, the “Term Loan”) to Borrowers in an aggregate amount equal to $75,000,000, which Term Loan may be prepaid (in whole or in part) and reborrowed in accordance with the terms of this Agreement, and (b) beginning on the First Amendment Effective Date and through December 31, 2019, to the extent prepayments of the Term Loan are made on or prior to December 31, 2018, the aggregate principal amount prepaid on or prior to December 31, 2018 may be reborrowed in accordance with Section 2.2(c) in up to three (3) Borrowings (each such reborrowing, a “Redrawable Term Borrowing”), in minimum amounts of $10,000,000 each, on any Business Day requested by the Borrower pursuant to Section 2.2, and each Lender severally with a Term Loan Commitment agrees to make (severally, not jointly or jointly and severally) an advance of its amount equal to such Lender’s Pro Rata Term Share of the requested Borrowing (so long as such amount will not cause the aggregate outstanding amount of such Lender’s portion of the Term Loan to exceed such Lender’s Term Loan Commitment) by making such amount available to Agent in immediately available funds, to the Borrower deposit account of Agent identified on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing requested Funding Date. Each Borrowing under the Term Loan may be made as Base Rate Loans or LIBOR Rate Loans, as requested by Borrowers in the applicable Loan Notice. 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 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 constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall be repayable 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 herein providedExhibit N-1. No amount Thereafter, the portion of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, Commitments and no subsequent advance under the Term Loan Facility evidenced by such promissory notes and interest thereon shall at all times be allowed after represented by one or more promissory notes in such form payable to the initial such advance order 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 hereinpayee named therein. (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 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. (ai) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally ▇▇▇▇▇▇ agrees to make an advance a term loan to Borrowers on the Effective Date (the aggregate of such term loans hereinafter being referred to as the “Term Loans”). For each Lender, the principal amount of the term loan to be made by such Lender on the Effective Date is the full amount of such ▇▇▇▇▇▇’s Term Commitment for the Term Loan as set forth on Schedule 1.1. Any principal amount of the Term Loans made by the Lenders to Borrowers under this Section 2.1(b) that is repaid or prepaid may not be reborrowed. (ii) The failure of any Lender to make its term loan to Borrowers on the Effective Date pursuant to Section 2.1(b)(i) shall not relieve any other Lender of its Pro Rata obligations to fund its term loan to Borrowers on the Effective Date pursuant to Section 2.1(b)(i); provided that the Term Share Commitments of the Lenders to fund their respective required portions 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 hereunderare several, and no subsequent advance under the Term Loan Facility Lender shall be allowed after the initial such advance responsible for any other Lender’s failure to fund its required portion of the Term Loan on the Closing Effective Date. Segments ​ ​ (iii) The aggregate principal amount of the Term Loans shall amortize in quarterly installments of $3,000,000 (or 10% per annum of the original principal amount of the Term Loans). Borrowers shall make such quarterly amortization payments commencing on December 31, 2025 and continuing on the last Business Day of each quarter thereafter through and including June 30, 2028. On the Term Loan may Maturity Date (unless accelerated sooner pursuant to Section 10.1), the remaining outstanding principal amount of the Term Loans, and all accrued and unpaid interest thereon, shall be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereindue and payable in full. (biv) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant Each Lender’s commitment to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share pro rata share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Loans 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 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 NoticeNote.

Term Loan. (a) Lender is making a Term Loan to Borrower in the original principal amount of the US Dollar Amount of Nine Million US Dollars (US$9,000,000) which shall be available to the Borrower by way of Canadian Prime Rate Loans, US Prime Rate Loans and/or Eurodollar Rate Loans, provided that the US Dollar Amount of the Term Loan at no time exceeds the Maximum Credit for the Term Loan as reduced by repayments from time to time required pursuant to the terms of this Agreement and the Term Note. (b) 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 the principal amount of the Term Loan to shall be repaid as follows: (i) by equal and consecutive monthly instalments of the Borrower US Dollar Amount of One Hundred and Fifty Thousand US Dollars (US$150,000) on the Closing Datefirst day of each month during the term of this Agreement (as such term may be extended pursuant to Section 12.1) commencing on April 1, and from 2001; and (ii) the Closing Date balance on February 13, 2003 (or such later date to which the term of this Agreement has been extended pursuant to Section 12.1). (c) For certainty, interest on the Term Loans shall be paid in accordance with Section 3. (d) Borrower shall be entitled to prepay all or any portion of the Term Loan, without penalty, provided that: (i) Lender has received at least three (3) Business Days prior written notice of such prepayment; (ii) if the Term Loan Maturity Dateis prepaid in full, convert all accrued and continue Segments from time to time in accordance with the terms hereof. The principal amount unpaid interest thereon shall be concurrently paid; (iii) prepayments of each Segment any portion of the Term Loan outstanding hereunder by way of Eurodollar Rate Loans may only be made on the last day of the Interest Period therefor, except if Borrower pays to Lender such amount as Lender may certify (such certification to be conclusive evidence in the absence of manifest error) is necessary to compensate it for any cost or expense resulting from time or in connection with such prepayment; (iv) the amount to time shall bear interest and the Term Loan be prepaid shall be repayable as herein provided. No in a minimum amount of the Term Loan repaid US Dollar Amount of Five Hundred Thousand US Dollars (US $500,000) or such greater amount that is a multiple of the US Dollar Amount of One Hundred Thousand US Dollars (US $100,000); and (v) the amount prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed applied to the monthly instalments payable pursuant to Section 2.3(b) in the inverse order of maturity. If, for any reason, Borrower, after the initial having given notice of prepayment, fails to make such advance of the Term Loan prepayment or fails to make such prepayment on the Closing Date. Segments date specified, Borrower shall pay Lender such amount as Lender may certify (such certification to be conclusive evidence in the absence of the Term Loan may be Base Rate Segments manifest error) is necessary to compensate it for any cost or Eurodollar Rate Segments at the Borrower’s election, as provided hereinexpense resulting from or in connection with such failure. (be) Not later than 1:00 P.M. New York time, on the Closing Date, each The Term Loan is (i) evidenced by a term promissory note (the "Term Note") in the aforesaid original principal amount duly executed and delivered by Borrower to Lender shallconcurrently herewith; (ii) to be repaid, pursuant to the terms together with interest and subject to the conditions of other amounts, in accordance with this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to Note, and the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office other Financing Agreements 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 no amounts repaid or pre-paid 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 re- borrowed and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure (iii) secured 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 NoticeCollateral.

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 Funding Date to of the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofLoan. 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 Borrowing under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing its Funding Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Upon receipt of a Term Loan Interest Rate Selection Notice in accordance with Section 2.04 requesting the advance of the Term Loan, the Administrative Agent will promptly notify each Lender thereof. Not later than 1:00 P.M. New York time, 11:00 a.m. on the Closing DateFunding Date of the Term Loan, 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 or waiver 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 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, 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 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 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 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 to the terms and conditions of this Agreement, each The Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share shall bear interest at either the Conforming LIBOR Rate or the Prime Rate until Maturity as follows: (i) At the commencement of the Term Loan to the Notes, if Borrower on the Closing Date, and from the Closing Date to desires the Term Loan Maturity Date, convert and continue Segments from time Notes 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 electionConforming LIBOR Rate, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender it 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 least three (3) Business Days prior to the date that is then anticipated to be the Closing Conversion Date, issue to Lender a Notice of Borrowing electing the Administrative Agent has received from Conforming LIBOR Rate and the Rate Period (one (1), three (3) or six (6) months) which is to apply to such Conforming LIBOR Rate. If Borrower a Term Loan Interest fails to timely issue its Notice of Borrowing, the Prime 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 the Term Notes. (ii) Thereafter, Borrower may change the interest rate which applies to the Term Notes by delivering to Administrative Agent a Notice of Rate Change (defined in Section 2.06(b)(iv) below). If Borrower's Notice of Rate Change specifies the Borrower Conforming LIBOR Rate, such Notice of Rate Change shall be delivered to borrow Administrative Agent at least three (3) Business Days prior to the Effective Date of the Notice of Rate Change. In the case of the Prime Rate, Borrower's notice may be given on the date Effective Date of such rate change. (iii) The Term Note may bear up to three (3) (but no more) differing LIBOR Based Rates of interest on portions of the outstanding principal balance thereof in increments of not less than $100,000; PROVIDED, HOWEVER, that all Term Notes must bear the same rates of interest (the intent being that each Lender shall receive uniform rates of interest on each portion of their Term Loan). (iv) If Borrower fails to timely send a Notice of Rate Change or fails to timely elect a new Rate Period (one (1), three (3) or six (6) months) prior to the end of any Rate Period for any portion of the Term Notes, the entire amounts owed on all Term Notes, or portions thereof for which no Notice of Rate Change was timely delivered or Rate Period selected, shall bear interest at the Prime Rate. (v) In all other respects, Borrower's options, and all procedures under the Term Notes, with respect to the Prime Rate or LIBOR Based Rate election shall be the same as for the Revolving Credit Loans set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeherein.

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 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 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 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. (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 a term loan to the Borrower in dollars, on a single occasion on the Closing Effective Date, in an 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 one or more Borrowings 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 obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (iii) Subject to Section 2.8 and Section 2.10, the Borrowings made on the Effective Date may be comprised of Eurocurrency Loans or ABR Loans or a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4, provided that no Loan shall be maintained as or converted into 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 has delivered a Maturity Extension Notice pursuant to Section 10.9 to extend the Maturity Date from the Closing Date to the Term Loan Original Maturity Date, convert the First Extended Maturity Date, or the Second Extended Maturity Date, as applicable, and continue Segments from time to time in each case the Extension Conditions have been satisfied, 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 or the Second Extended Maturity 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 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 Third Extended Maturity Date, ). Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the 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 2.12, 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 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 Term Loan Maturity Date, convert and continue Segments from time to time Lender's 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 ONE HUNDRED ELEVEN MILLION DOLLARS ($111,000,000) (the "Initial Term Loan outstanding hereunder from time to time shall bear interest and Committed Amount") for the Term Loan shall be repayable as herein providedpurposes hereinafter set forth. 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 Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made each Add-On Term Loan Lender severally agrees to make available to Borrower on the Borrower by delivery First Amendment Effective Date such Add-On Term Loan Lender's Add-On Term Loan Commitment Percentage of a term loan in Dollars (the proceeds thereof as shall be directed by "Add-On Term Loan", together with the Responsible Officer Initial Term Loan, the "Term Loan") in the aggregate principal amount of FORTY-FIVE MILLION DOLLARS ($45,000,000) (the Borrower and reasonably acceptable to "Add-On Term Loan Committed Amount", together with the Administrative AgentInitial Term Loan Committed Amount, the "Term Loan Committed Amount") for the purposes hereinafter set forth. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a consist of Alternate Base Rate SegmentLoans or LIBOR Rate Loans, or botha combination thereof, as Borrower may request; provided that if (i) on the Borrower desires that any portion of Closing Date and on 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 two Business Days prior to the date that is then anticipated to be following the Closing Date, the Administrative Agent has received from the Borrower a Initial Term Loan Interest shall bear interest at the 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 (ii) on the date set forth in such First Amendment Effective Date and on the two Business Days following the First Amendment Effective Date, the Add-On Term Loan Interest shall bear interest at the Alternate Base Rate. LIBOR Rate Selection notice any or all of the amounts specified in such Loans shall be made by each Term Loan Interest Lender at its LIBOR Lending Office and Alternate Base Rate Selection NoticeLoans at its Domestic Lending Office. Amounts repaid or prepaid on the Term Loan may not be reborrowed.

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 ▇▇▇▇▇▇▇▇; (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. 074658.16087/130783594v.4

Term Loan. (a) Subject to the terms and prior satisfaction of all other applicable conditions to the making of any Term Loan set forth in this Agreement, each to obtain a Term Loan Lender severally agrees Loan, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon, Eastern time on the Funding Date of the applicable Term Loan. Together with such notification, Borrower must promptly deliver to make an advance of its Pro Rata Term Share of Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank shall credit the Term Loan to the Borrower Designated Deposit Account. Bank may make Term Loans under this Agreement based on the Closing Date, and instructions from the Closing Date to a Responsible Officer or his or her designee or without instructions if the Term Loan Maturity Date, convert and continue Segments from time or Term Loans are necessary to time in accordance with the terms hereofmeet Obligations which have become due. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee.” 8 The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan Agreement shall be repayable as herein provided. No amount of amended by deleting the Term Loan repaid or prepaid by the Borrower following text appearing in Section 4.1 thereof: “This Agreement may be reborrowed hereunderterminated prior to the Revolving Line Maturity Date by Borrower, and no subsequent advance under the Term Loan Facility shall be allowed effective three (3) Business Days after the initial such advance written notice of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments termination is given to Bank or Eurodollar Rate Segments at the Borrowerif Bank’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, obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c). Notwithstanding any such termination, Bank’s lien and subject security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the conditions occurrence and continuance of this Agreementan Event of Default, make Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount of its Pro Rata Term Share equal to one percent (1.00%) of the Term Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is (i) terminated after twelve months after the Effective Date or (ii) replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.” and inserting in lieu thereof the following: “From and after the Fifth Loan available by wire transfer Modification Effective Date, the Revolving Line may be terminated prior to the Administrative AgentRevolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of such prepayment is given to Bank. Such wire transfer Notwithstanding any such prepayment, Bank’s lien and security interest in the Collateral shall be directed continue until Borrower fully satisfies its Obligations. If such prepayment is at Borrower’s election or at Bank’s election due to the Administrative Agent at the Administrative Agent’s Office occurrence and continuance of an Event of Default, Borrower shall be pay to Bank, in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject addition to the terms and conditions payment of this Agreementany other expenses or fees then-owing, including without limitation a termination fee in an amount equal to (i) if such prepayment occurs after the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available Fifth Loan Modification Effective Date but prior to the Borrower by delivery day that is 180 days after the Fifth Loan Modification Effective Date, one percent (1.00%) 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, Revolving Line (i.e. $100,000); (ii) if such prepayment occurs on 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 after the date that is then anticipated to be 180 days after the Closing Fifth Loan Modification Effective Date, but prior to the Administrative Agent has received day that is 365 days from the Fifth Loan Modification Effective Date (the “Revolving Line First Anniversary”), one-half of one percent (0.50%) of the Revolving Line (i.e. $50,000); and (iii) if such prepayment occurs after the Revolving Line First Anniversary, zero percent (0.00%) of the Revolving Line; provided that no termination fee shall be charged if the Revolving Line is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall terminate and release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.” 9 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.2(a)(i) thereof: (i) twice per month as of the 15th day and as of the last day of each month (monthly, in the event Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the maintains or exceeds $10,000,000 in (A) Borrower’s written acknowledgement in form and substance satisfactory unrestricted cash on deposit at Bank plus (B) unused availability pursuant to the Administrative Agent that Revolving Line under this Agreement, as determined by Bank with reference to the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date Availability Amount set forth herein), and upon each request for a Credit Extension, a Transaction Report;” and inserting in such Term Loan Interest Rate Selection notice any or all lieu thereof the following: (i) twice per month, as of the amounts specified 15th day and as of the last day of each month, if there are outstanding Credit Extensions under the Revolving Line (monthly, in such Term the event (I) there are no outstanding Credit Extensions under the Revolving line for the entire calendar month then ended or (II) Borrower maintains or exceeds $10,000,000 in (A) Borrower’s unrestricted cash on deposit at Bank plus (B) unused availability pursuant to the Revolving Line under this Agreement, as determined by Bank with reference to the Availability Amount set forth herein), and upon each request for a Credit Extension, a Transaction Report;” 10 The Loan Interest Rate Selection Notice.Agreement shall be amended by deleting the following text appearing as Section 6.3(c) thereof:

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance to the Borrowers of its Pro Rata Term Share of the Applicable Term Loan to Percentage of (i) the Borrower Initial Term Loan on the Closing Date, Date and from (ii) the Closing Date to the Additional Term Loan Maturity on the Second Amendment 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 Borrowers may be reborrowed hereunder, and no subsequent advance under other than the Term Loan Facility shall be allowed after the initial such advance of the Initial Term Loan on the Closing Date or the Additional Term Loan on the Second Amendment Date. Segments of , there shall be no other advances under the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinFacility. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of amounts its Pro Rata Applicable Term Share Loan Percentage of the Term Loan available by wire transfer to the Administrative AgentAgent not later than 1:00 P.M. (i) on the Closing Date, with respect to the Initial Term Loan and (ii) on the Second Amendment Date, with respect to the Additional Term Loan. Such wire transfer transfers 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 4.01 and 5.024.02 and, with respect to the Additional Term Loan, the conditions precedent set forth in the Second Amendment, be made available to the Borrower Borrowers by delivery of the proceeds thereof as shall be directed by the a Responsible Officer of the Borrower Company 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, 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 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 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. (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 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 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. (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, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Pro Rata Term Share of the Term Loan Facility to the Borrower Finance Co. 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 Borrowing 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 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 Facility 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 4.01 and 5.024.02, be made available to the Borrower Finance Co. 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 shall be a Eurodollar Rate Segment, a single 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 subject to the date that is then anticipated to be conversion after the Closing Date, the Administrative Agent has received from the Borrower Date in accordance with a Term Loan Interest Rate Selection Notice delivered 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 Notice2.03.

Term Loan. (a) Subject On the Closing Date, subject to the terms and fulfillment of all conditions of this Agreementprecedent set forth herein, each Term Loan Lender severally agrees to make an advance a term loan (the “Term Loan”) in the principal amount of its Pro Rata Term Share up to Two Million Five Hundred Thousand Dollars ($2,500,000) to Borrower, the proceeds of which shall be fully disbursed to Borrower in a lump sum on the Closing Date. All proceeds of the Term Loan shall be used by Borrower to the Borrower refinance Debt existing on the Closing Date, and from for the acquisition of property, plant or equipment on or after the Closing Date to or for working capital. The Debt arising from the Term Loan Maturity shall be evidenced by the Term Note, which shall be executed by Borrower and delivered to Lender on the Closing 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 in twenty-three (23) installments of Forty-One Thousand Six Hundred Sixty-Seven Dollars ($41,667) each (based on a 60-months level term principal amortization) due and payable commencing on the first day 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 first calendar month 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, and continuing on the same day of each Term Loan Lender shallsucceeding calendar month, pursuant to except that 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 final such installment shall be in the form amount of same day funds in Dollars. The amount so received by the Administrative Agent shallOne Million Five Hundred Forty-One Thousand Six Hundred Fifty-Nine Dollars ($1,541,654), 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 or such lesser or greater as shall be directed by necessary to pay in full the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing then unpaid principal of the Term Loan may be a Eurodollar Rate SegmentLoan; and, a Base Rate Segmentexcept further, or both; provided that if the Borrower desires that any portion of the initial Borrowing stated maturity of the Term Loan is advanced as a Eurodollar Rate Segmentlater than the Termination Date, then, the Administrative Agent Term Loan shall make such Borrowing as a Eurodollar Rate Segment only ifbe due and payable on the Termination Date. The Term Loan shall bear interest from the date of its disbursement until paid in full at the Applicable Rate, not later than three Business Days prior payable in the manner described in Section 2.2. 1. The Term Loan may be prepaid at any time or from time to time, in whole or in part, but any partial prepayment of the Term Loan shall be applied to the date that is then anticipated to be remaining installments of the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoin the reverse order of their respective maturities, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof any prepayment shall apply to any failure be accompanied by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts appropriate prepayment fee specified in such Term Loan Interest Rate Selection NoticeSection 2.2.2(6).

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. At Borrower's option, on any Business Day not later than the second (a2nd) Subject to anniversary of the terms and conditions of this Agreement, each Closing Date (the "Term Loan Conversion Date"), Borrower shall have the right to convert up to Twenty Five Million Dollars ($25,000,000) in existing Borrowings under Line of Credit A to a term loan (the "Term Loan"); provided, however, that (i) Borrower has given Lender severally agrees at least ten (10) Business Days' advance written notice to make an advance such effect, (ii) no Event of its Pro Rata Default or Default Condition then exists or otherwise would result therefrom, and (iii) the Line of Credit A Commitment shall reduce, dollar-for-dollar, by the principal amount of the Term Share Loan, effective on the Term Loan Conversion Date. The Debt arising from the making of the Term Loan shall be evidenced by the Term Note, which shall be executed by Borrower and delivered to the Borrower Lender on the Closing Date, and from the Closing Date to the Term Loan Maturity Conversion Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of the Term Note shall be repaid by Borrower in nineteen (19) principal installments, each Segment in a principal amount equal to one-forty-eighth (1/48th) of the principal amount of the Term Loan, payable commencing on the first day of the first calendar quarter following the Term Loan outstanding hereunder Conversion Date, and continuing on a quarterly basis thereafter, on the first day of each succeeding calendar quarter, followed by one (1) final principal installment equal to so much of the principal balance of the Term Note as is then outstanding, which shall be due and payable on the twentieth (20th) such quarterly date. The Term Note shall bear interest at the Applicable Rate, payable in the manner described in Section 2.2.1, from the date thereof on the unpaid principal amount thereof from time to time shall bear interest and outstanding. The Term Note may be prepaid, in whole or in part, by Borrower at any time or from time to time hereafter; provided, however, that, any partial prepayment of the Term Loan Note shall be repayable as herein provided. No in a minimum amount equal to the principal installment amount of the Term Loan repaid Note prescribed hereinabove or prepaid by the Borrower may be reborrowed hereunder, integral multiples thereof and no subsequent advance under the Term Loan Facility shall be allowed after applied by Lender in the initial inverse order of the maturities of such advance principal installments of the Term Loan on the Closing Date. Segments Note then remaining to be paid; and provided, further, that Borrower first shall have remitted to Lender any prepayment fee then due and payable to Lender in respect of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s electionLIBOR Borrowings, 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 prescribed 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 Notice2.2.1.

Term Loan. (a) Subject to the terms and conditions of this Agreement, (i) during the period from the Closing Date through August 31, 2009, each Lender with a Delayed Draw Term Loan Lender severally 1 Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Delayed Draw Term Loan 1") to Borrowers in an advance of its amount equal to such Lender's Pro Rata Share of the Delayed Draw Term Loan 1 Amount, (ii) during the period from the date that the Delayed Drawn Term Loan 1 is made through August 31, 2009, each Lender with a Delayed Draw Term Loan 2 Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Delayed Draw Term Loan 2") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Delayed Draw Term Loan 2 Amount and (iii) during the period from the Closing Date through August 31, 2009, each Lender with a Delayed Draw Term Loan 3 Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Delayed Draw Term Loan 3" and together with the Delayed Draw Term Loan 1 and the Delayed Draw Term Loan 2, the "Term Loan") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Delayed Draw Term Loan 3 Amount. The principal of the Term Loan shall be repaid in consecutive quarterly installments, each in principal amount equal to $500,000 on the first day of each calendar quarter, commencing on the later of (A) the first day of the first fiscal quarter following the date on which the Delayed Draw Term Loan 1 or Delayed Draw Term Loan 3 is made and (B) July 1, 2009. Each of the Delayed Draw Term Loan 1, the Delayed Draw Term Loan 2 and the Delayed Draw Term Loan 3 shall be available to the Borrower Borrowers in a single drawing, upon not less than three (3) Business Days' written notice to Agent. 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 (1) the Maturity Date, and from (2) 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 Notwithstanding the Closing Date, each foregoing, (i) the Lenders with Term Loan Lender shall, pursuant Commitments shall have no obligation to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the any Term Loan available by wire transfer to until the Administrative Agent. Such wire transfer shall be directed to Loan Parties have satisfied the Administrative Agent at the Administrative Agent’s Office and shall be requirements set forth in the form clause (e) 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 bothSchedule 3.3; provided that if the Borrower desires that any portion Loan Parties have failed to satisfy the requirements set forth in clause (e) of the initial Borrowing Schedule 3.3 within 30 days 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 Lenders with Term Loan Commitments shall have no obligation to make any Term Loan until the date that is 91 days after the date on which the Loan Parties have satisfied the requirements set forth in clause (e) of Schedule 3.3 (it being understood and agreed that the making of any such Term Loan shall not constitute a waiver of any Default or Event of Default that may arise as a result of the Loan Parties' failure to comply with the requirements set forth in clause (e) of Schedule 3.3), and (ii) the Lenders with Term Loan Commitments shall have no obligation to make any Term Loan until 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 evidence satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Mortgage on the date set forth in Specified Real Property Collateral on which the Term Loan Amount representing such Term Loan Interest Rate Selection notice any or all of is based has been duly recorded at the amounts specified appropriate recording office in a manner sufficient to perfect Agent's Liens in and to such Term Loan Interest Rate Selection NoticeSpecified Real Property Collateral.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof, each Lender hereby agrees to convert to Term Loans, on the First Amendment Effective Date, Revolving Credit Loans in an aggregate principal amount equal to the amount of such Lender's Term Loan Lender severally agrees Commitment and to make an advance of its Pro Rata maintain such Loans as Term Share of the Loans hereunder. 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 Loans repaid or prepaid by may not be reborrowed. All Term Loans shall be paid in full on the Borrower may Termination Date. The amount of a Lender's Term Loan Commitment shall be reborrowed hereunderautomatically reduced on the date, and no subsequent advance under in the amount, of any payment of such Lender's 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 hereinLoans. (b) Not later than 1:00 P.M. New York timeThe Term Loans made by each Lender shall be evidenced by a promissory note substantially in the form of Exhibit N, on with appropriate insertions as to payee, date and principal amount (a "Term Note"), payable to the Closing Date, each order of such Lender and in a principal amount equal to the lesser of (i) the initial Term Loan Commitment of such Lender shall, pursuant to and (ii) the terms and subject to the conditions of this Agreement, make the aggregate unpaid principal amount of its Pro Rata all Term Share Loans made by such Lender. Each Lender is hereby authorized to record the date and amount of each payment or prepayment of principal of the Term Loan available made by wire transfer such Lender on the schedule annexed to the Administrative Agent. Such wire transfer and constituting a part of its Term Note, and any such recordation 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 constitute prima facie evidence of the proceeds thereof as shall be directed by the Responsible Officer accuracy 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 bothsuch information so recorded; provided that if failure to make any such recordation, or any error in such recordation, shall not affect the Borrower desires that any portion rights of such Lender or the Borrower's obligations in respect of the initial Borrowing of applicable Term Loans. Each Term Note shall (x) be dated 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 First Amendment Effective 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 (y) be stated to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow mature on the date set forth Termination Date and (z) provide for the payment of interest in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeaccordance with subsection 2.7.

Term Loan. (a) Subject to Each Lender severally agrees on the terms and conditions set forth in this Agreement to make A Advances to the Borrowers (upon request of the Borrowers pursuant to this Agreement, each Term Loan Lender severally agrees to make ) on the Termination Date in an advance of its Pro Rata Term Share of the Term Loan amount up to the Borrower on sum of (i) 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 the A Advances made by such Lender and outstanding as of the Term Loan outstanding hereunder opening of business on the Termination Date plus (ii) the amount available to be borrowed as A Advances from time to time shall bear interest and the Term Loan shall be repayable such Lender 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 opening of the Term Loan business on the Closing Termination Date. Segments The aggregate of such Committed Advances is collectively called the "Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoans". (b) Not later than 1:00 P.M. New York time, on The Term Loans shall be made upon 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 irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) 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 Borrowers in the form of same day funds in Dollars. The amount so a Notice of Borrowing (which notice must be 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 11:00 a.m. New York City time not less than three Business Days prior to the date that is then anticipated Termination Date), specifying: (A) the amount of the Term Loan to each 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 such Borrower which will be outstanding as of the opening of business on the Termination Date, plus (ii) the amount available to be borrowed from the Closing Lenders by such 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 each Borrower; and (C) the Interest Period applicable to the A Advances included in such notice; provided, that, the Administrative Agent has received from Term -------- Loans shall be made only if the Borrower a Borrowers, in accordance with Section 2.16, shall have requested that the then current Termination Date be extended; and, provided further that if the Term Loan Interest Rate Selection Notice with respect theretoLoans are made no Commitment Termination ---------------- Date of any Lender shall be extended. The proceeds of the Term Loans, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that extent required, will be used to pay the provisions principal amount of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Advances outstanding as of the opening of business 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 NoticeTermination Date.

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 At the terms and conditions request 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 made prior to the Term Loan Maturity Commitment Termination 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 shallagrees, subject to the terms and conditions of this Agreement, including without limitation to make a term loan (the satisfaction of all applicable conditions "Term Loan") to Borrower in Sections 5.01 and 5.02, be made available an amount up 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 Commitment. (b) In order to obtain the Term Loan is advanced as a Eurodollar Rate SegmentLoan, the Administrative Agent Borrower shall make such Borrowing as a Eurodollar Rate Segment only ifgive written or telephonic notice to Lender, by not later than three close of Lender's business at least ten (10) Business Days prior to the date on which Borrower desires 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 be made. Such notice shall be accompanied by the Borrower’s written acknowledgement documents described in form Paragraph 22(j) and substance satisfactory EXHIBIT D attached hereto. On the requested date but subject to the Administrative Agent that terms and conditions of this Agreement, Lender shall make the Term Loan by transferring the amount thereof in immediately available funds to the Title Company closing Borrower's acquisition of the Mortgaged Property. (c) The obligation of Lender to make the Term Loan shall terminate on the Term Loan Commitment Termination Date. (d) The Term Loan shall be evidenced by the Term Note made by Borrower payable to the order of Lender; SUBJECT, HOWEVER, to the provisions of Section 4.05 hereof such Note to the effect that the principal amount payable thereunder at any time shall apply not exceed the then unpaid principal amount of the Term Loan made by Lender. Borrower hereby irrevocably authorizes Lender to any failure make or cause to be made, at or about the time on which the Term Loan is made by the Borrower to borrow Lender, an appropriate notation on the date records of Lender, reflecting the principal amount of the Term Loan, and Lender shall make or cause to be made, on or about the time of receipt of payment of any principal of the Term Note, an appropriate notation on its records reflecting such payment. The outstanding principal amount of the Term Loan set forth in such Term Loan Interest Rate Selection notice any or all on the records of Lender shall be rebuttable presumptive evidence of the amounts specified in such principal amount owing and unpaid on the Term Loan Interest Rate Selection NoticeNote.

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 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 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, a Borrowing Base II Period is advanced as a Eurodollar Rate Segmentno longer applicablehas been triggered then, upon the next Borrowing Base II End Date, at Agent’s election, the Administrative Agent shall make such Borrowing as may implement either (ai) a Eurodollar Rate Segment only if, not later than three Business Days prior Push Down Reserve pursuant to Section 2.1(dc) of anin the date that is then anticipated to be amount by which 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 (bii) apply Section 2.2(a)(i)(B) 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. (ai) Subject to and upon the terms and conditions of this Agreement, each Term Loan Lender severally Bank agrees to make an advance of its Pro Rata Term Share of the a Term Loan to Borrower in an aggregate principal amount not to exceed Fourteen Million Dollars ($14,000,000), consisting of Tranche I and Tranche II, as follows: (i) Tranche I shall be available on the Borrower Closing Date with at least $3,000,000 funded on the Closing Date, and from the Closing Date provided Borrower may elect not to the fund any portion of Term Loan Maturity Datein exchange for a fee of $25,000, convert and continue Segments from time to time in accordance with (ii) Tranche II shall be available upon Borrower meeting the terms hereofPerformance Milestone. The principal amount proceeds 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 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 1. 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 November 29, 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 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. Lenders have agree to make a term loan to --------- Borrower in the aggregate principal amount of Thirty Eight Million Dollars (a$38,000,000.00) Subject (the "Loan"). The Loan shall be made by Lenders ratably in proportion to their respective Loan Commitments. The Loan is evidenced by: that certain Term Loan Promissory Note of Borrower dated September 28, 2001, and payable to the terms and conditions order of this AgreementU.S. Bank National Association, each in the original principal amount equal to the Loan Commitment of said Lender; that certain Term Loan Lender severally agrees Promissory Note of Borrower dated September 28, 2001, and payable to make an advance the order of its Pro Rata Term Share The Northern Trust Company, in the original principal amount equal to the Loan Commitment of said Lender; and the certain Term Loan Promissory Note of Borrower dated September 28, 2001, and payable to the Borrower on order of First Tennessee Bank National Association, in the Closing Date, and from the Closing Date original principal amount equal to the Term Loan Maturity DateCommitment of said Lender (each, convert and continue Segments as the same may from time to time in accordance with be amended, modified, extended or renewed, a "Note"; collectively, the terms hereof"Notes"; the form of the Notes is attached hereto and incorporated by reference as Exhibit A). The Notes mature on September --------- 27, 2002 (on which date all unpaid principal and all accrued and unpaid interest thereon shall become due and payable). The principal amount of each Segment of and interest on the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable payable as herein providedset forth in the Notes. No amount In addition to the scheduled principal payments described in the Notes, all proceeds of the Term Loan repaid sale(s) of any of the stock or prepaid by substantially all of the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility Property of any Subsidiary shall be allowed after delivered to Agent and applied to the initial such advance principal balance 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 other provisions of this Agreement. All principal payments and prepayments on the Loan shall, including without limitation unless otherwise directed by Borrower in writing at or prior to the satisfaction time of all applicable conditions in Sections 5.01 and 5.02such payment or prepayment, be made available applied first 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 Loan, if any, accruing interest based on the Prime Rate and then to those portions of the Term Loan is advanced as a Eurodollar Loan, if any, accruing interest based on the LIBOR Rate Segment(and among those portions of the Loan, if any, accruing interest based on the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only ifLIBOR Rate, not later than three Business Days prior being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration 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 Noticefirst)).

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 On the terms and subject to the conditions of set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender, severally and for itself alone, agrees to make such Lender’s Pro Rata Share of a term loan (the “Term Loan”) in one advance to the Borrower on the Closing Date in the aggregate amount of its Pro Rata the Maximum Term Share Facility. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lenders’ commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment.” The payment obligations of the Borrower to the Lenders hereunder are and shall be joint and several as provided in Section 12.21 hereof. Each Lender’s obligation to fund the Term Loan shall be limited to such Lender’s Term Loan Commitment Percentage of the Term Loan Commitment. (1) The advance to the Borrower under this Section 2.1 shall be deposited, in immediately available by wire transfer to funds, in the Borrower’s demand deposit account with the Administrative Agent. Such wire transfer , or in such other account as the Borrower Agent designates in writing with the Administrative Agent’s approval. (2) The principal balance of the Term Loan shall be directed amortized over twenty-five (25) years and shall be jointly and severally repaid by Borrower in consecutive equal monthly installments as follows: (3) The Term Loan shall be evidenced by a separate promissory note (hereinafter, as the same may be amended, restated, modified or supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Term Loan Note(s)”), duly executed and delivered by the Borrower, substantially in the form set forth in Exhibit A attached hereto, with appropriate insertions, dated the Closing Date, jointly and severally payable to the order of each Lender, respectively, in the principal amount equal to such Lender’s Pro Rata Share of the Maximum Term Facility. THE PROVISIONS OF THE TERM LOAN NOTES NOTWITHSTANDING, THE TERM LOAN THEN OUTSTANDING SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON A JOINT AND SEVERAL BASIS UPON THE EARLIEST TO OCCUR OF (X) STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 11.2 HEREOF; AND (Z) TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS. (4) Accrued interest on the Term Loan shall be due and payable and shall be made by the Borrower to the Administrative Agent at in accordance with Section 2.7 hereof. Monthly interest payments on the Administrative Agent’s Office and Term Loan shall be computed using the interest rate then in effect and based on 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 outstanding principal balance of the proceeds thereof as shall be directed by Term Loan. Upon maturity, the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing outstanding principal balance of the Term Loan may shall 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 theretoimmediately due and payable, 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 Noticeremaining accrued interest thereon.

Term Loan. (a) On the Effective Date, Lender shall make a term loan to Borrower as evidenced by the Note dated even date herewith (the “Note”) in the aggregate principal amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) (“Term Loan”). (b) Subject to the terms and conditions provisions of this Agreement, each Term Loan the Lender severally agrees shall disburse to make an advance Borrower, upon Borrower’s written request, the sum of its Pro Rata Term Share of the Term Loan ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00). All disbursements made to the Borrower pursuant to this Section 2(b) shall be made as a single disbursement by Lender 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 hereof. . (c) The entire Obligations including all unpaid 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 hereunderLoan, together with all accrued and no subsequent advance under the Term Loan Facility unpaid interest thereon shall be allowed after due and payable on the initial such advance last day of the Term. (d) All payments made by Borrower in respect of the Term Loan Loan, at Lender’s option, first to any fees, expenses or other costs Borrower is obligated to pay under this Note or the other loan Documents, second to interest due on this Note, and third to any outstanding principal balance of this Note. All payments hereunder which are due on a Saturday, Sunday or Holiday shall be deemed to be payable on the Closing Date. Segments next business day. (e) In addition to all other rights and remedies under this Agreement, the Term Loan, together with all accrued and unpaid interest thereon shall, at Lender’s option, be immediately due and payable if this Agreement shall be terminated for any reason whatsoever or upon the occurrence of any Event of Default hereunder. (f) From and after the funding of the principal amount of the Term Loan may be Base Rate Segments Loan, Borrower shall have no right to request, and Lender shall have no obligation to make to Borrower, any other loans, advances or Eurodollar Rate Segments at the Borrower’s election, as provided hereinother financial accommodations hereunder. (bg) Not later than 1:00 P.M. New York timeIf Borrower does not pay any interest, on the Closing Datefees, each Term Loan costs or charges to Lender shallwhen due, pursuant Borrower shall thereby be deemed to have requested, and Lender is hereby authorized at its discretion to charge Borrower’s account and added to the terms and subject Obligations in an amount equal to the conditions of this Agreementsuch unpaid interest, make the amount of fees, costs, charges or commissions. (h) Any sums expended by Lender due to Borrower’s failure to perform or comply with 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 obligations under this Agreement, including without limitation but not limited to, the satisfaction payment of all applicable conditions in Sections 5.01 taxes or insurance premiums shall be charged to Borrower’s account and 5.02, be made available added 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 NoticeObligations.

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. (ai) Subject to and upon the terms and conditions of this Agreement, each Term Loan Lender severally Bank agrees to make an advance Term Advances to Borrower in two tranches, Tranche A and Tranche B. Borrower may request Term Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Borrower may request Term Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of its Pro Rata Tranche A Term Share Advances and Tranche B Term Advances shall not exceed the Term Loan. (ii) Interest shall accrue from the date of each Term Advance at the rate specified in Section 2.3(a), and prior to the Availability End Date for the applicable Tranche shall be payable monthly beginning on the 7th day of the month next following the initial Term Loan to the Borrower Advance for such Tranche, and continuing on the Closing Datesame day of each month therereafter. Any Term Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on September 7, 2008, and from continuing on the Closing Date to same day of each month thereafter through the Term Loan Maturity Date, convert at which time all amounts due in connection with Tranche A Term Advance made under this Section 2.1(c) shall be immediately due and continue Segments from time to time payable. Any Term Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in accordance with 30 equal monthly installments of principal, plus all accrued interest, beginning on March 7, 2009, and continuing on the terms hereof. The principal amount same day of each Segment of month thereafter through the Term Loan outstanding hereunder from Maturity Date, at which time to time shall bear interest all amounts due in connection with Tranche B Term Advance made under this Section 2.1(c) 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 Advances, 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 Advances without penalty or Eurodollar Rate Segments at the Borrower’s election, as provided hereinpremium. (biii) Not When Borrower desires to obtain a Term Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 1:00 P.M. New York time, 3:00 p.m. Eastern time on the Closing Date, each Term Loan Lender shall, pursuant to Business Day before the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of day on which the Term Loan available by wire transfer Advance is to the Administrative Agentbe made. Such wire transfer notice 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 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 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 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) 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) Each portion of the Term B Loan: (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) 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 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) above. (biii) 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 contrary in this clause (b), the conditions of this Agreement, make the amount of its Pro Rata interest rates for any Incremental Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Loans 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 determined mutually by the Administrative Agent shallBorrowers and the Lenders providing such Incremental 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 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 the applicable Incremental Facility Amendment for such Incremental 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 the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance a Term Loan to the Borrowers on the Effective Date in a principal amount not to exceed the applicable term loan commitment set forth on Schedule 1.2B, in the manner and for the purposes provided in Section 2.2. Notwithstanding anything to the contrary contained herein (and without affecting any other provisions hereof), the funded portion of its Pro Rata each Term Share Loan made on the Effective Date shall be equal to 96.00% of the principal amount of such Term Loan (it being agreed that the full principal amount of each such term Loan shall be the “initial” principal amount of such Term Loan and deemed outstanding on the Effective Date and the Borrowers shall be jointly and severally obligated to repay 100.00% of the principal amount of each such Term Loan as provided hereunder). The parties hereto acknowledge and agree that such 4.00% of original issue discount shall be treated as reducing the issue price 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 by like amount in accordance with the terms hereof. The principal amount Treasury Regulation Section 1.1273-2(g)(2), resulting in an aggregate of each Segment four percent (4%) of original issue discount 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 hereunderfor federal income tax purposes, 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 hereinreport consistently therewith for all purposes. (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 Borrowers may request the Term Loan available by wire transfer providing at least one (1) Business Day’s prior written notice thereof 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 Dollarsa Borrowing Request. Each Lender shall severally make available to the Agent an amount equal to such Lender’s Percentage Share of the Commitment at an account designated by the Agent by 11:00 a.m. New York time on the Effective Date. The amount so received by the Administrative Agent shall, upon receipt of all requested funds and subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02hereof, be made available to the Borrower by delivery one or more of the proceeds thereof Borrowers, as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative AgentBorrowers, in immediately available funds. The initial Borrowing portion of the Term Loan may to be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if repaid to each Lender shall be evidenced by the Borrower desires that Note of such Lender. (c) The failure of any Lender to make the 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 required to be made by it hereunder shall not relieve any other Lender of its obligation to make the Closing Date, portion of the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretorequired to be made by it, together with and no Lender shall be responsible for the Borrower’s written acknowledgement in form and substance satisfactory failure of any other Lender 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 make its portion of the amounts specified in such Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees ▇▇▇▇▇▇▇ agree 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 Date in 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 initial principal amount of each Segment of $55,000,000 (the “Initial Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein providedLoan”). No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderOnce repaid, 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 portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at re-borrowed. Upon the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, funding 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 Commitment shall be directed immediately terminated and reduced 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 $0. (ii) Subject to the terms and conditions hereof, ▇▇▇▇▇▇▇ agree to make a term loan on the Third Amendment Effective Date in the aggregate initial principal amount of this Agreement$3,000,000 (the “Third Amendment Term Loan”, including and together with the Initial Term Loan, the “Term Loans”). The Third Amendment Term Loan shall constitute a Term Loan and, except as otherwise provided for herein, the terms and provisions applicable thereto shall be identical to those of the Initial Term Loans (including, without limitation limitation, the satisfaction Maturity Date and Interest Rate) and shall be subject to all of the terms and provisions herein and in the other Loan Documents, as modified by the Third Amendment. In addition, the Third Amendment Term Loans shall be deemed to constitute a part of the outstanding Obligations (as a portion of the outstanding Term Loans and Obligations) and shall have all applicable conditions in Sections 5.01 of the rights, remedies, protections and 5.02, be made available collateral security afforded to the Borrower Obligations under the Loan Documents. The Loan Parties shall take any and all actions reasonably required by delivery the Lenders to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC or otherwise after giving effect to the Third Amendment Term Loans. Each Lender from time to time holding all or any portion of the proceeds thereof as Third Amendment Term Loans shall be directed by deemed to constitute a Lender for all purposes of herein and in the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agentother Loan Documents. The initial Borrowing Once repaid, no portion of the Term Loan may be a Eurodollar Rate Segmentre-borrowed. Upon the funding on the Third Amendment Effective Date, 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 Commitment shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior be immediately terminated and reduced 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$0.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Closing Date 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 DateDate such Closing Date Term Loan Lender’s Closing Date Term Loan Commitment Percentage of a term loan in Dollars (the “Closing Date Term Loan”) in the aggregate principal amount of TWO HUNDRED FIVE MILLION DOLLARS ($205,000,000) (the “Closing Date Term Loan Committed Amount”), and from for the purposes hereinafter set forth. The Closing Date Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided that on 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 Closing Date Term Loan shall be repayable as herein providedonly consist of Alternate Base Rate Loans. No amount of the Term Loan Amounts 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 Date Term Loan may not be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (bii) 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 Agreementhereof, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made each Additional Term Loan Lender severally agrees to make available to the Borrower by delivery on the First Amendment Effective Date such Additional Term Loan Lender’s Additional Term Loan Commitment Percentage of a term loan in Dollars (the proceeds thereof “Additional Term Loan”) in the aggregate principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000) (the “Additional Term Loan Committed Amount”), for the purposes hereinafter set forth. The Additional Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as shall be directed by the Responsible Officer of the Borrower may request; provided that on the First Amendment Effective Date and reasonably acceptable the two Business Days subsequent to the First Amendment Effective Date the Additional Term Loan shall only consist of Alternate Base Rate Loans unless the Borrower delivers to the Administrative Agent. The initial Borrowing of the Term Loan may be Agent 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 funding indemnity letter in form and substance satisfactory to the Administrative Agent that at least three Business Days prior to the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow First Amendment Effective Date. Amounts repaid or prepaid on the date set forth in such Additional 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, on the Closing Date each Lender with a Closing Date 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 amount equal to the lesser of its (i) such ▇▇▇▇▇▇'s Closing Date Term Loan Commitment, and (ii) such Lender's Pro Rata Term Share of the Term Loan to the Borrower on Amount as of the Closing Date, and from the Closing Date to . (b) The outstanding unpaid principal balance of the Term Loan Loans (including any PIK Interest), any applicable accrued and unpaid interest on the Term Loans and the applicable Make-Whole Amount shall, in each case, be due and payable on the earlier of (i) the Maturity Date, convert and continue Segments from time (ii) the date on which the Term LoanLoans otherwise becomesbecome due and payable pursuant to time in accordance with the terms hereofof this Agreement, including by way of acceleration or otherwise. 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 hereunder, reborrowed. All principal 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 (including any applicable interest and the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinapplicable Make-Whole Amount) shall constitute Obligations hereunder. (bc) Not later than 1:00 P.M. New York timeOnSubject to the terms and conditions of this Agreement and Amendment No. 1, on the Closing Amendment No. 1 Effective Date, each Lender with an Amendment No. 1 Term Loan Lender shallCommitmentLender agrees (severally, pursuant not jointly or jointly and severally) to make Amendment No. 1 Terms Loans to Borrower on the terms and subject to the conditions of this Agreement, make the set forth in Amendment No. 1 in an aggregate principal amount of its Pro Rata equal to such ▇▇▇▇▇▇’s Amendment No. 1 Term Share Loan Commitment. Amounts repaid or prepaid in respect of the Amendment No. 1 Term Loan available by wire transfer Loans may not be reborrowed. Except with respect to the Administrative Agentapplicable Make-Whole Amount, the Amendment No. Such wire transfer 1 Term Loans shall be directed have the same terms as, and constitute the same class as, the Term Loans existing immediately prior to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in DollarsAmendment No. The amount so received by the Administrative Agent shall, subject 1 Effective Date. (d) Subject to the terms and conditions of this AgreementAgreement and Amendment No. 2, including without limitation on the satisfaction of all applicable conditions Amendment No. 2 Effective Date, each Amendment No. 2 Priority Term Loan Lender agrees (severally, not jointly or jointly and severally) to make Amendment No. 2 Priority Terms Loans to Borrower in Sections 5.01 and 5.02, be made available an aggregate principal amount equal to the Borrower by delivery such ▇▇▇▇▇▇’s Amendment No. 2 Priority Term Loan Commitment. Amounts repaid or prepaid in respect of the proceeds thereof as shall Amendment No. 2 Priority Term Loans may not 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 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 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 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 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 Term Loan Maturity Date, convert and continue Segments from time to time Lender's 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 ONE HUNDRED ELEVEN MILLION DOLLARS ($111,000,000) (the "Initial Term Loan outstanding hereunder from time to time shall bear interest and Committed Amount") for the Term Loan shall be repayable as herein providedpurposes hereinafter set forth. 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 Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Add-On Term Loan Lender severally agrees to make available to Borrower on the First Amendment Effective Date such Add-On Term Loan Lender's Add-On Term Loan Commitment Percentage of this Agreementa term loan in Dollars (the "Add-On Term Loan") in the aggregate principal amount of FORTY-FIVE MILLION DOLLARS ($45,000,000) (the "Add-On Term Loan Committed Amount") for the purposes hereinafter set forth. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, including without limitation each Second Add-On Term Loan Lender severally agrees to make available to Borrower on the satisfaction Third Amendment Effective Date such Second Add-On Term Loan Lender's Second Add-On Term Loan Commitment Percentage of all applicable conditions a term loan in Sections 5.01 Dollars (the "Second Add-On Term Loan", together with the Initial Term Loan and 5.02the Add-On Term Loan, the "Term Loan") in the aggregate principal amount of FIFTEEN MILLION DOLLARS ($15,000,000) (the "Second Add-On Term Loan Committed Amount", together with the Initial Term Loan Committed Amount and the Add-On Term Loan Committed Amount, the "Term Loan Committed Amount") for the purposes hereinafter set forth. The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrower may request; provided that on the Third Amendment Effective Date and on the two Business Days following the Third Amendment Effective Date, the Second Add-On Term Loan shall bear interest at the Alternate Base Rate. LIBOR Rate Loans shall be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower each Term Loan Lender at its LIBOR Lending Office and reasonably acceptable to the Administrative AgentAlternate Base Rate Loans at its Domestic Lending Office. The initial Borrowing of Amounts repaid or prepaid on the Term Loan 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 1. The Borrower hereby agrees to execute and deliver to CITBC the terms and conditions of this Agreement, each Term Loan Lender severally agrees Promissory Note, in the form of Exhibit A1 attached hereto, to make an advance of its Pro Rata Term Share of evidence the Term Loan to be extended by CITBC. 2. Upon receipt of such Term Loan Promissory Note, CITBC hereby agrees to extend 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 hereofprincipal amount of $5,000,000. 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 as herein provided. No repaid to CITBC by the Borrower: (i) in thirty-five (35) consecutive, monthly installments each in the amount of $85,714.30 with the first installment due on November 30, 1995, and with subsequent installments due on each Monthly Date thereafter to and including September 30, 1998; and (ii) in one (1) final installment of the remaining principal amount outstanding, plus all other amounts having accrued and become outstanding payable on October 23, 1998. 4. The Borrower may prepay the Term Loan repaid in whole or prepaid by in part at any time, at their option; provided, however, that on each such prepayment, the Borrower may shall pay accrued interest on the principal so prepaid to the date of such prepayment. Each optional prepayment made pursuant to this paragraph 4 shall be reborrowed hereunderapplied to the last maturing installment(s) of principal on the Term Loan. 5. In the event this Financing Agreement and the Revolving Line of Credit are terminated by either CITBC or the Borrower for any reason whatsoever, and no subsequent advance under the Term Loan Facility shall be allowed after become due and payable on the initial effective date of such advance of termination notwithstanding any provision to the contrary in the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments Promissory Note or Eurodollar Rate Segments at the Borrower’s election, as provided hereinthis Financing Agreement. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term 6. The Borrower hereby authorizes CITBC to charge its 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 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 Dollarsall amounts due under this Section 4 as such amounts become due. The amount Borrower confirms that any charges which CITBC may so received by the Administrative Agent shall, subject make to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, its account as herein provided will be made available as an accommodation 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 Noticesolely at CITBC's discretion.