Common use of Term Loan Clause in Contracts

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the LendersLender, severally and for itself alonenot jointly, extend in one (1) advance will make a term loan to Borrowers in the amount equal to such Lender’s Term Loan Commitment Percentage of $35,000,000 (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the The Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth advanced on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)Closing Date and shall be, each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment withas of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Second Amendment Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due is $26,250,000. With respect to principal, the Term Loan is payable on and payableafter the Second Amendment Date as follows, together with any remaining subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: consecutive equal quarterly installments of principal each in an amount equal to (x) $1,750,0001,000,000 on the Second Amendment Date, (y) $1,000,000 commencing July 1, 2022, and continuing on the first day of each quarter thereafter through and including January 1, 20212024, and (z) $1,520,833.34 commencing April 1, 2024, and continuing on the first day of each quarter thereafter during the remainder of the Term followed by a final payment on the last day of the Term of all unpaid principal, accrued and unpaid interest thereon, to Lenders by Borrower. (b) and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to ”) in substantially the form attached hereto as the “Exhibit 2.3. The Term Loan Notes”may consist of Domestic Rate Loans or LIBORTerm SOFR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBORTerm SOFR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBORTerm SOFR Rate Loan, Borrowing [PHI Group] Revolving Credit, Term Loan and Security Agreement Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (i) shall apply. In the event the outstanding principal balance of the Term Loans at such time exceeds forty percent (40%) of the net orderly liquidation value of the Aircraft Collateral (as so determined pursuant to an appraisal performed pursuant to Section 4.7), duly executed and delivered by then, promptly upon Agent’s demand for same, Borrowers shall make a mandatory prepayment of the Borrower, outstanding principal installments of the Term Loan in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the inverse order of each Lender in the principal amount of maturities thereof so as to eliminate such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEexcess.

Term Loan. (a) On the terms and Closing Date, subject to the fulfillment of all conditions precedent set forth in this AgreementArticle XIV, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) agrees to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize make the Term Loan over twenty (20) years to Borrower, the proceeds from which shall be paid used by Borrower to pay in full all of the obligations of Borrower or any Subsidiary under (i) the Loan and Security Agreement (the "Wachovia Agreement") dated May 10, 2001, by and between Borrower and Wachovia Capital Investments, Inc. ("WCI") and (ii) that certain promissory note dated July 19, 2000, issued by Borrower in consecutive monthly installments favor of Omnicom Finance and in the original principal amount of $10,000,000.00 as set forth on amended from time to time (the schedule below "Omnicom Note") and that certain Amended and Restated Credit Agreement (which schedule may be supplemented the "Omnicom Agreement") dated as of February 27, ----------------- 2001, by Agent and between Borrower and Omnicom, as amended to account for additional monthly payments until date. The Debt arising from the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance making of the Term Loan shall be immediately due evidenced by the Term Note, which shall be executed by Borrower and payable, together with any remaining accrued interest thereon, delivered to Lenders Lender on the Closing Date. The applicable principal amount of the Term Note shall be repaid by Borrower. (b) Borrower on the applicable Termination Date. The Term Loan Note shall be evidenced by one or more promissory notes (hereinafterbear interest at the Applicable Rate, as calculated and payable in the same may be amendedmanner described in Section 2.2(a), restated, supplemented or otherwise modified from the date thereof on the unpaid principal amount thereof from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “time outstanding. The Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the BorrowerNote may be prepaid, in form whole or in part, by Borrower at any time or from time to time hereafter; provided, however, that, any partial prepayment of the Term Note shall be in a minimum amount of $500,000 and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order integral multiples of each $100,000 in excess thereof and shall be applied by Lender in the principal amount inverse order of the maturities of such Lender’s principal installments of the Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATENote then remaining to be paid.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Twenty-Five Million and No/100 Dollars ($105,000,000.0025,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan shall be amortized over twenty five (205) years and shall be paid by the Borrower repaid in consecutive equal monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)below: Term Loan Facility Annual Amortization Principal Remaining Months 1-6 $ 0 $ 25,000,000 Months 7-24 $ 3,000,000 $ 20,500,000 Months 25-36 $ 4,200,000 $ 16,300,000 Months 37-48 $ 5,400,000 $ 10,900,000 Months 49-60 $ 6,600,000 $ 4,300,000 , together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A otherwise in accordance with Section 2.7 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. 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 Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment”. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by Borrower. The payment obligations of the Borrower to the Lender hereunder are and shall be joint and several as provided in Section 11.21 hereof. (b) The Term Loan shall be evidenced by one or more a promissory notes note (hereinafter, as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, called the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, substantially in the form and substance reasonably acceptable to the Agentset forth in Exhibit B attached hereto, with appropriate insertions, dated the Closing Date, payable to the order of each the Lender in the principal amount of such Lender’s Term Loan CommitmentTwenty-Five Million and No/100 Dollars ($25,000,000.00). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON UPON THE CREDIT EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 10.2 HEREOF; AND (Z) THE TERMINATION DATEOF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan. (a) On the terms and subject to the conditions set forth in this AgreementClosing Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance Foothill made a term loan (the “"Initial A Term Loan”") to the Borrower in an aggregate the original principal amount equal of $5,000,000. On December 22, 1999, Foothill made available a second term loan (the "Additional A Term Loan" and together with the Initial A Term Loan, the "A Term Loan") to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive the original principal amount of $1,300,000. The outstanding principal amount of the A Term Loan on June 28, 2001 is $1,672,222. On December 22, 1999, Foothill made available a new term loan (the "Initial B Term Loan") to the Borrower in the original principal amount of $750,000. On March 16, 2001, Foothill made available an additional term loan (the "Additional B Term Loan" and together with the Initial B Term Loan, the "B Term Loan"; the B Term Loan together with the A Term Loan each a "Term Loan" and collectively, the "Term Loans") to the Borrower in the original principal amount of up to $2,000,000. $1,875,000 is outstanding on the B Term Loan on June 28, 2001. (b) On or after June 29, 2001 but before December 31, 2001, Foothill will make available an Additional B Term Loan in the original principal amount of up to $500,000, provided that the financial covenants in Section 7.20 have been met and there is no Event of Default. (c) Each B Term Loan shall be made upon the Borrower's request (pursuant to the terms of SECTION 2.9), at any time on or after June 29, 2001 but before December 31, 2001. The Additional B Term Loan will be made in not more than two borrowings. Each request for a borrowing under the Additional B Term Loan must specify (i) the amount of the requested Additional B Term Loan, which must be in a minimum amount of $250,000 and (ii) the requested funding date of the Term Loan. (d) The aggregate outstanding principal amount of the Term Loans shall be repaid in monthly installments in of $150,000 over the amount as set forth on remaining term of the schedule below (which schedule may Loan and Security Agreement. Each such installment shall be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each due and payable on the first day of each calendar month commencing on July 1, 2001 and continuing on the first day of each calendar succeeding month thereafter through until and including the Credit Termination Datedate on which the aggregate unpaid balance of the Term Loans are paid in full. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment The installments shall be applied first to the full repayment of the aggregate unpaid principal balance of the A Term Loan and then to the full repayment of the aggregate unpaid principal balance of the B Term Loan, together with . The outstanding principal balance and all accrued and unpaid interest accrued thereon, under the Term Loans shall be due and payable upon the termination of this Agreement, whether by its terms on March 31, 2004, by prepayment, by acceleration, or otherwise. Except upon the Credit Termination Date. Any amounts paid or applied to termination of this Agreement and as provided in paragraph (e) below, the unpaid principal balance of the Term Loan (whether by mandatory prepayment or otherwise) Loans may not be reborrowed hereunderprepaid in whole or in part. Upon maturityAll amounts outstanding under the Term Loans shall constitute Obligations. (e) Notwithstanding anything herein to the contrary, if the aggregate outstanding principal balance amount of the Term Loans exceeds the lesser of (i) (A) from and after June 29, 2001 until and including December 31, 2001, an amount equal to 45% of Eligible Recurring Maintenance Revenues at such time, (B) from and after January 1, 2002 until and including December 31, 2002, an amount equal to 40% of Eligible Recurring Maintenance Revenue at such time, and (C) from and after January 1, 2003 until and including March 31, 2004, an amount equal to 25% of Eligible Recurring Maintenance Revenue at such time and (ii) $4,500,000, then the Borrower shall prepay the principal amount of the Term Loans in an amount sufficient to cause the aggregate principal amount of the Term Loans to be less than or equal to the relevant amounts set forth in clauses (i) and (ii) above. All such prepaid amounts shall be applied to the installments due on the Term Loan in the inverse order of their maturity; PROVIDED that (A) all such prepaid amounts shall be applied pro rata to the A Term Loan and to the B Term Loan and (B) if the aggregate principal amount of the Term Loan outstanding prior to giving effect to such prepayment is less than $4,500,000 then such prepaid amounts shall be immediately applied to the installments due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The on the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEtheir maturity."

Term Loan. (a) On the terms and subject to the conditions set forth in this AgreementClosing Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance LaSalle shall make a term loan (the “Term Loan”) to the Borrower in an aggregate the original principal amount equal to One of Two Million Nine Hundred Five Million and No/100 Thousand Dollars ($105,000,000.002,900,000) (the "TERM LOAN"). Commencing Principal payable on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize account of the Term Loan over twenty (20) years shall be paid by the Borrower payable (x) in consecutive successive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each i) payable on the first day of each calendar month month, the first of which installments shall be due and continuing payable on the first day of the month immediately following the 30th day after the Closing Date and (ii) based on an amortization schedule consisting of one-hundred eighty (180) equal and level payments, and (y) in quarterly installments payable within thirty (30) days after the end of each calendar month thereafter through fiscal quarter (commencing with the fiscal quarter ending March 31, 2001) in any amount equal to twenty percent (20%) of Excess Cash Flow during such fiscal quarter then ended; provided, however, that the entire unpaid principal balance of the Term Loan shall be due and including payable in full upon the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly payments, with a final installment equal to the unpaid principal balance and any other amounts outstanding due and payable upon the expiration of the aggregate Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Term Loan, together with and any accrued and unpaid interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payablepayable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, together with if either LaSalle or both Borrower and A-OK elect to terminate both this Agreement and the A-OK Loan Agreement as of the end of any remaining accrued interest thereon, such Original or Renewal Term and (ii) the acceleration of the Liabilities pursuant to Lenders by Borrowerparagraph 17 of this Agreement. (b) The If Borrower sells any real property subject to a Mortgage or if any Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Term Loan, to be applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, after the Term Loan shall has been repaid in full, such of the other Liabilities of Borrower as LaSalle may elect), a sum equal to the proceeds received by Borrower from (i) such sale or (ii) such damage, destruction or condemnation; provided, however, that without LaSalle's consent, unless and until an Event of Default has occurred and is continuing, proceeds of Collateral arising from the damage, destruction or condemnation thereof may be evidenced retained by one Borrower and used by Borrower to repair, restore or more promissory notes (hereinafterreplace such Collateral, as the same case may be amendedbe, restatedso long as the fair market value of any such Collateral damaged, supplemented destroyed or otherwise modified from time to timecondemned in any single incident is less than $50,000, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrowerfair market value, in form the aggregate, of all such Collateral owned by Borrower and substance reasonably acceptable to the Agentdamaged, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEdestroyed or condemned during any twelve-month period is less than $100,000.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize Foothill previously has made the Term Loan over twenty to Borrower. As of the Amendment Date, Foothill has agreed to make the Supplemental Term Loan No. 3 to Borrower in accordance with the terms hereof (20) years LESS the aggregate amount of any reserves to be established in connection therewith pursuant to the provisions of SECTION 2.2(c)). Collectively, the Supplemental Term Loan No. 3 and the prior term loans made by Foothill to Borrower shall be paid by known as the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the "Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan ." (whether by mandatory prepayment or otherwiseb) may not be reborrowed hereunder. Upon maturity, the The outstanding principal balance of and all accrued and unpaid interest under the Term Loan shall be immediately due and payablepayable upon the termination of this Agreement, together with any remaining accrued interest thereonwhether by its terms, to Lenders by Borrower. (b) The prepayment, by acceleration, or otherwise. All amounts outstanding under the Term Loan shall constitute Obligations. Unless sooner terminated as provided herein, Borrower shall repay the Term Loan in quarterly installments and such installments shall be evidenced due and payable on the following dates in the following amounts: DATE INSTALLMENT ------------------------- 4/16/98 -0- 6/30/98 -0- 9/30/98 $8,500,000 12/31/98 $3,000,000 3/31/99 $3,000,000 6/30/99 $2,000,000 9/30/99 $2,000,000 12/31/99 $2,000,000 3/31/00 $2,000,000 6/30/00 $2,000,000 9/30/00 $1,000,000 (c) Anything to the contrary contained in SECTION 2.2(a) above notwithstanding, it is hereby agreed among the parties hereto that Foothill shall establish a supplementary interest payment reserve against the Term Loan in the aggregate amount of $800,000, such reserve to be applied to reduce the amount of proceeds of Supplemental Term Loan No. 3 otherwise available on the Amendment Date by one or more promissory notes (hereinafter$800,000 to provide for the payment of a portion of the estimated interest payments to be due Foothill on Borrower's Obligations as of the end of each month from the Amendment Date through September 30, 1998, such interest payment reserve to be effective and commence as of the same may Amendment Date. In each month following the Amendment Date until all amounts contained in the supplementary interest payment reserve are exhausted, additional proceeds in the amount of $160,000 shall be amendedadvanced under Supplemental Term Loan No. 3, restated, supplemented or otherwise modified from time to timereducing the amount of the supplementary interest payment reserve by a corresponding amount, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable shall be applied to the Agent, Loan Account as payment of interest due on the Obligations in excess of the aggregate amount of Collections received and applied by Foothill with appropriate insertions, dated respect to interest due on the Closing Date, payable to the order of each Lender Obligations in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEcorresponding period.

Term Loan. Lender may make a single Term Loan to Borrower in the original principal amount equal to the lesser of (ai) On $3,500,000 or (ii) fifty (50%) percent of the fair market value of Borrower's real property located at 0000 Xxxxxx Xxxxxx, Bronx, New York ("Xxxxxx Property"), as determined pursuant to an appraisal consistent with Section 2.6(ii)(c) below, so long as all of the following terms and subject conditions are satisfied or waived in writing by Lender: (A) Lender receives a written request for such Term Loan from Borrower at least seven (7) days prior to the conditions set forth intended date of the Term Loan; (B) Lender shall have a first priority and only lien on the Xxxxxx Property and shall have received title insurance with respect to the Xxxxxx Property, in this Agreementform and substance satisfactory to Lender; (C) Lender shall have received an appraisal of the Xxxxxx Property satisfactory in form and substance to Lender, performed by an appraiser satisfactory to Lender; (D) Immediately prior to making the Term Loan and after giving effect thereto the requested amount of Term Loan plus the then outstanding amount of Revolving Loans and Letter of Credit Accommodations shall not exceed the Maximum Credit; and (E) Immediately prior to and after giving effect to the requested Term Loan, no Event of Default, and provided there does not then exist a Default no event or condition that with notice or the passage of time, or both, would constitute an Event of Default, each Lender shallwould exist. The Term Loan is to be repaid, immediately following the execution of together with interest and other amounts, in accordance with this Agreement and other Financing Agreements, and secured by all of the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00)Collateral. Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the The Term Loan over twenty (20) years shall be paid by the Borrower repaid in forty-eight (48) consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable commencing on the first day of each calendar the month immediately following the making of the Term Loan and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance immediately succeeding forty-seven (47) months, of which the first forty-seven (47) payments shall each be in an amount equal to one-forty- eighth (1/48th) of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the original principal balance amount of the Term Loan and the forty- eighth (whether by mandatory prepayment or otherwise48th) may not and final installment shall be reborrowed hereunder. Upon maturityin an amount equal to the entire unpaid balance thereof, provided, that, notwithstanding anything to the contrary contained herein, the outstanding principal entire unpaid balance of the Term Loan shall be immediately due and payablepayable immediately, together with any remaining accrued interest thereonwithout demand by Lender, to Lenders by Borrower. upon the earlier of (bi) The the second anniversary of the date of the Ratification Agreement and (ii) the termination date of this Agreement. Interest on the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together payable in accordance with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATESection 3.1.

Term Loan. (ai) On Subject to and upon the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in Bank agrees to make one (1) advance a or more term loan (the “Term Loan”) loans to the Borrower in an aggregate principal amount equal not to One Hundred Five exceed Ten Million and No/100 Dollars ($105,000,000.00S10.000.000) (each a “Term Loan” and collectively the “Term Loans”). Commencing on April 1, 2022, payments (plus interest payments) in Borrower may request Term Loans at any time from the amount sufficient to fully amortize date hereof through the Availability End Date. The proceeds of the Term Loan over twenty (20) years Loans shall be paid by used (A) first, to refinance all outstanding Term Loans (as such term is defined immediately prior to the Borrower in consecutive monthly installments in fourth Amendment Effective Date) (the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date“Term Loan Refinance Amount”), and all accrued interest thereon on or about the Fourth Amendment Effective Date, and (B) second, for general corporate purposes and working capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date for the applicable Term Loan, shall be payable month beginning on the first day of each calendar the month next following such Term Loan, and continuing on the first same day of each calendar month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Availability End Date, and continuing on the same day of each month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturityMaturity Date, the outstanding principal balance of at which time all amounts due in connection with the Term Loan Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, together with once repaid, may not he reborrowed. Borrower may prepay any remaining accrued interest thereon, to Lenders by BorrowerTerm Loan without penalty or premium. (biii) The Borrower hereby requests that Bank make a Term Loan in an amount equal to the Term Loan Refinance Amount on the Fourth Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrower shall notify Bank (which notice shall be evidenced irrevocable) by one or more promissory notes facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which such Term Loan is to he made. Such notice shall be substantially in the form of Exhibit C. The notice shall he signed by an Authorized Officer. When Borrower desires to obtain any subsequent Term Loan, Borrower shall notify Bank (hereinafterwhich notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which such Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer 3) Section 2.1(c) and Section 2.1(d) of the Agreement are hereby deleted in their entirety. 4) Section 2.3(a)(i) of the Agreement is hereby amended and restated, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.follows:

Term Loan. (a) Bank will make a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the terms and subject to the conditions set forth in this AgreementMaturity Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to such earlier date that the principal balance of the Term Loan Advance is repaid or becomes due and payable (whether by mandatory acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borroweroriginal principal amount of such Advance. (b) The Term Loan All Advances shall be evidenced by one or more promissory notes (hereinafter, as the same may Term Note to be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by Borrower to Bank on the BorrowerClosing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, in form and substance reasonably acceptable Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the Agentterms hereof, with appropriate insertions, dated Bank will credit Advances to Borrower's deposit account on the Closing Date, payable date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to the order of each Lender in the principal amount of meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEreliance.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to Twenty-One Hundred Five Million and No/100 Dollars ($105,000,000.0021,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan over twenty (20) years shall be paid by the Borrower amortized over a twenty-five (25) year period and shall be repaid in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)follows: Year 1 $ 280,000 $ 23,333.33 Year 2 $ 300,000 $ 25,000.00 Year 3 $ 330,000 $ 27,500.00 Year 4 $ 350,000 $ 29,166.67 Year 5 $ 380,000 $ 31,666.67 together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Dateotherwise in accordance with Section. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A 2.4 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. 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 Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment”. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by Borrower. The payment obligations of the Borrower to the Lender hereunder are and shall be joint and several as provided in Section 11.21 hereof. (b) The Term Loan shall be evidenced by one or more a promissory notes note (hereinafter, as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, called the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, substantially in the form and substance reasonably acceptable to the Agentset forth in Exhibit A attached hereto, with appropriate insertions, dated the Closing Date, payable to the order of each the Lender in the principal amount of such Lender’s Term Loan CommitmentTwenty-One Million and No/100 Dollars ($21,000,000.00). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON UPON THE CREDIT EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 10.2 HEREOF; AND (Z) THE TERMINATION DATEOF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan. (a) On the terms and subject to the conditions set forth in this AgreementClosing Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance LaSalle shall make a term loan (the “Term Loan”) to the Borrower in an aggregate the original principal amount equal to One of Two Million Nine Hundred Five Million and No/100 Thousand Dollars ($105,000,000.002,900,000) (the "TERM LOAN"). Commencing Principal payable on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize account of the Term Loan over twenty (20) years shall be paid by the Borrower payable (x) in consecutive successive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each i) payable on the first day of each calendar month month, the first of which installments shall be due and continuing payable on the first day of the month immediately following the 30th day after the Closing Date and (ii) based on an amortization schedule consisting of one-hundred eighty (180) equal and level payments, and (y) in quarterly installments payable within thirty (30) days after the end of each calendar month thereafter through fiscal quarter in any amount equal to twenty percent (20%) of Excess Cash Flow during such fiscal quarter then ended; provided, however, that the entire unpaid principal balance of the Term Loan shall be due and including payable in full upon the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly payments, with a final installment equal to the unpaid principal balance and any other amounts outstanding due and payable upon the expiration of the aggregate Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Term Loan, together with and any accrued and unpaid interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payablepayable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, together with if either LaSalle or Borrower elects to terminate this Agreement as of the end of any remaining accrued interest thereon, such Original or Renewal Term and (ii) the acceleration of the Liabilities pursuant to Lenders by Borrowerparagraph 17 of this Agreement. (b) The If Borrower sells any real property subject to a Mortgage or if any Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Term Loan, to be applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, after the Term Loan shall be evidenced by one or more promissory notes (hereinafterhas been repaid in full, such of the other Liabilities of Borrower as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.LaSalle

Term Loan. Each Lender with a Term Loan Commitment severally agrees to make advances (a“Term Loan Advances”) On to Borrower (through the terms and subject to the conditions Agent as set forth in this AgreementSection 2.1.6), up to an aggregate principal amount not exceeding each such Lender’s Pro Rata Percentage of the Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments (respectively, the “Tranche A Term Loan” and the “Tranche B Term Loan”, and provided there does not then exist a Default or an Event of Defaultcollectively, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”). The Term Loan shall be evidenced by and repayable in accordance with the terms of Borrower’s promissory notes to each of the Lenders (“Term Notes”), the forms of which are attached as Exhibit 2B. Term Loan Advances shall be the lesser of (a) to the Borrower in an aggregate principal amount equal to One Fifty-six Million Eight Hundred Five Million and No/100 Thousand Dollars ($105,000,000.0056,800,000). Commencing on April 1, 2022, payments ; or (plus interest paymentsb) in the amount sufficient to fully amortize the Term Loan over twenty Sixty-Five Percent (2065%) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance appraised value of the Term Loanethanol production facility at Lakota, together with interest accrued thereonIowa, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance currently owned and operated by Borrower, that is a part of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunderProperty and is located at the Iowa Project Site. Upon maturityAs of the date of this Agreement, the outstanding principal balance of the Tranche A Term Loan is $23,400,000 and the outstanding principal balance of the Tranche B Term Loan is $23,400,000. Subject to and in accordance with Construction Lending Protocol for the Iowa Project and subject to the other terms and conditions of this Agreement, after Completion of the Iowa Project, but not later than February 15, 2006, additional Term Loan Advances shall be immediately due and payablemade to the Borrower in the aggregate amount of $10,000,000, together with any constituting the remaining accrued interest thereon, to Lenders by Borrower. (b) The unadvanced portion of the Term Loan Commitment. Amounts representing Term Loan Advances that have been (or will in the future be) repaid by Borrower may not be reborrowed. As of the Closing Date, all outstanding Term Loan Advances under the Prior Loan Agreement shall be deemed issued and outstanding under this Agreement and shall be evidenced by one or more promissory notes (hereinafter, the Term Notes as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEif made hereunder.

Term Loan. (a) On Subject to the terms and subject conditions hereof, Bank shall make to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance Borrower a term loan (the “"Term Loan”") to on the Borrower date hereof in an aggregate principal amount equal to One of Four Million Five Hundred Five Million Thousand and No/100 Dollars ($105,000,000.004,500,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate The unpaid principal balance of the Term Loanbalance, together with all accrued but unpaid interest accrued thereonand reimbursable expenses, shall be payable on in accordance with the Credit Termination Date. Any amounts paid or applied to the principal balance terms of the Term Loan as evidenced by a Term Loan Note (whether the "Term Note") to be issued by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance Borrower to Bank as of the Term Loan shall be immediately due date of this Agreement with a final maturity date of June 23, 2022, and payable, together with any remaining accrued interest thereon, to Lenders by Borrowerotherwise in substantially the form of Exhibit 2.2. (b) The proceeds of the Term Loan will be used to refinance existing debt with The Huntington Bank and for general business purposes. (c) Borrower shall be evidenced have the right to prepay the principal of the Term Loan in accordance with the provisions and prepayment penalties set forth in the Term Note. Early principal payments will not, unless agreed to by one Bank in writing, relieve Borrower of Borrower's obligation to continue to make regular monthly payments required by the Term Note. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Bank payments marked "paid in full", "without recourse" or more promissory notes (hereinaftersimilar language. If Borrower sends such a payment, as Bank may accept it without losing any of Bank's rights under the same may be amended, restated, supplemented or otherwise modified from time to timeTerm Note, and together Borrower will remain obligated to pay any further amount owed to Bank. (d) On the date hereof, Borrower shall pay to Bank, for Bank's sole account in immediately available funds, a loan fee associated with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEFive Thousand and No/100 Dollars ($5,000.00).

Term Loan. (a) On 1. The Company hereby agrees to execute and deliver to CITBC the terms and subject Term Note to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize evidence the Term Loan over twenty (20) years shall to be paid extended by CITBC to the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination DateCompany. 2. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance Upon receipt of the Term LoanNote, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied CITBC hereby agrees to extend to the principal balance of Company the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunderin the principal amount of $1,500,000. 3. Upon maturity, the outstanding The principal balance amount of the Term Loan shall be immediately repaid to CITBC by the Company in twelve (12) equal consecutive quarterly principal installments of $125,000 each, whereof the first installment shall be due and payablepayable on December 31, together with any remaining accrued interest thereon, to Lenders by Borrower1997 and the subsequent installments shall be due and payable on the last Business Day of each quarterly period thereafter until the Term Loan is paid in full. 4. Interest on the Term loan shall be (a) payable monthly as of the end of each month in an amount equal to one quarter of one percent (1/4 of 1%) plus the Chase Bank Rate per annum on the unpaid balance of the Term Loan other than Libor Loans and (b) payable at the end of the applicable Libor Period (provided that for Libor Periods in excess of 3 months, interest shall be payable at the end of each 3 month period therein and at the end thereof) , in an amount equal to two and three quarters percent (2 3/4%) plus the applicable Libor on any Libor Loan, on a per annum basis, on the unpaid balance of the Term Loan. In the event of any change in said Chase Bank Rate, the rate under clause (a) above shall change, as of the first of the month following any change, so as to remain one quarter of one percent (1/4 of 1%) above the Chase Bank Rate. The rate hereunder shall be calculated based on a 360-day year. CITBC shall be entitled to charge the Company's Revolving Loan Account at the rate provided herein when due until all obligations have been paid in full. The Company may elect to use Libor with respect to the Term Loan in accordance with the provisions of Section 7.2 of this Financing Agreement except that Libor elections must be for $500,000 or whole multiples thereof. 5. In the event this Financing Agreement or the Line of Credit is terminated by either CITBC or the Company for any reason whatsoever, the Term Loan shall become due and payable on the effective date of such termination notwithstanding any provision to the contrary in the Term Note or this Financing Agreement 6. The Company may prepay at any time, at its option, in whole or in part, the Term Loan, provided that on each such prepayment, the Company shall pay (i) accrued interest on the principal so prepaid to the date of such prepayment; and (ii) the Libor prepayment penalty, if applicable. 7. Each prepayment (voluntary or mandatory) of the Term Loan shall be evidenced by one applied to the then last maturing installments of principal of the Term Loan. 8. The Company hereby authorizes CITBC to charge its Revolving Loan Account with the amount of all sums due under this Section 3A as such amounts become due. The Company confirms that any charges which CITBC may so make to its Revolving Loan Account as herein provided will be made as an accommodation to the Company and solely at CITBC's discretion." 3. The obligation of CITBC to make the Term Loan is subject to the satisfaction of or more promissory notes (hereinafterwaiver in writing of, as immediately prior to or concurrently with the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectivelymaking of such Term Loan, the “Term Loan Note” following conditions: a. CITBC shall have received tax, judgment and also collectively referred U.C.C. searches satisfactory to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable it with respect to the Agent, with appropriate insertions, dated Seller and the Closing Date, payable Company. b. CITBC shall have received such U.C.C. financing statements as it deems necessary to the order of each Lender obtain a first perfected security interest in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEall present and future Xxxxxxxx Accounts.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, each Lender, severally and provided there does not then exist jointly, will make a Default or Term Loan to Borrower in the sum equal to such Lender’s Commitment Percentage of $4,350,000. The Term Loan shall be advanced on the Second Amendment Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default, each Lender shall, immediately following the execution Default under this Agreement or termination of this Agreement by Agreement: thirty six (36) consecutive monthly principal installments, the Borrower, Agent and the Lenders, severally and for itself alone, extend in one first thirty five (135) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) of which shall be in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable of $18,125.00 commencing on the first day Business Day of each calendar month March, 2012, and continuing on the first day Business Day of each calendar month thereafter thereafter, until the Seventh Amendment Closing Date, from and after which date Borrower will continue to pay principal installments in the amount of $18,125.00 on the first Business Day of each month through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A first Business Day of January, 2016, from and after which date Borrower shall make one (1) interest-only installment in the amount of $14,550.76 on the first Business Day of February, 2016 and a final installment payment of the aggregate any unpaid principal balance of the Term Loan, together with principal and interest accrued thereon, shall be due on the first Business Day of March, 2016. Notwithstanding anything to the contrary herein and/or in any Other Document, all outstanding principal and interest hereunder is due and payable on the Credit Termination DateMarch 1, 2016. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more secured promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to ”) in substantially the form attached hereto as Exhibit 2.4. On the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Thirteenth Amendment Closing Date, payable Borrowers will execute and deliver to Agent the Third Amended and Restated Term Note, in the form attached to the order Thirteenth Amendment as Exhibit A. Promptly following the execution and delivery by Borrower of each Lender the Third Amended and Restated Term Note in the amount of $3,549,166.66, which is the principal balance due on the Term Loan as of such date, Agent will mxxx the original Second Amended and Restated Term Note dated January 21, 2015 in the original principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE$3,766,666.66 “CANCELLED” and will return the same to Borrower.

Term Loan. (ai) On The parties hereto agree that as of October 31, 2008, a portion of the terms and subject outstanding principal amount of Revolving Loans equal to the conditions set forth in this Agreement, and provided there does not then exist $10,000,000 shall be converted into a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement separate term loan issued by the BorrowerBorrowers in the original principal amount of $10,000,000 (herein, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Initial Term Loan”) evidenced by this Agreement and any promissory note executed under Section 2(c) of this Agreement and shall be allocated ratably to the Borrower Lenders holding Revolving Loans as of such date. Simultaneously with such conversion, the outstanding principal amount of the Revolving Loans shall be deemed to be reduced by $10,000,000. The Lenders agree to make an incremental term loan to Borrowers on the Sixteenth Amendment Effective Date in an aggregate principal amount equal to One Hundred Five Million $4,000,000 (herein, the “Incremental Term Loan”, and No/100 Dollars ($105,000,000.00together with the Initial Term Loan, the “Term Loan”). Commencing on April 1; immediately after giving effect to the Incremental Term Loan, 2022, payments (plus interest payments) in the parties hereto agree that the outstanding principal amount sufficient to fully amortize of the Term Loan over twenty (20) years is $10,000,000. The obligation of the Borrowers to repay the Term Loan shall be paid by joint and several and the Borrower Term Loan, together with all accrued and unpaid interest thereon, shall be repaid in consecutive monthly installments full on April 3, 2010 (“Scheduled Term Loan Maturity Date”) or earlier, if required to be repaid in accordance with Section 16 of this Agreement. The Term Loan shall at all times be a Base Rate Loan and shall bear interest in accordance with Section 4(a) of this Agreement. If the outstanding principal amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued unpaid interest thereon, to Lenders by Borrower. (b) The is not paid on the Scheduled Term Loan shall be evidenced by one or more promissory notes Maturity Date, Agent may make demand under that certain Amended and Restated Corporate Guarantee executed in favor of Agent on October 29, 2009 (hereinafter, as the same may be amended, restated, supplemented restated or otherwise modified reaffirmed from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Amended and Restated Corporate Guarantee”) in addition to any other rights and remedies Agent may exercise under this Agreement and the Other Agreements. In no event shall the Term Loan Notebe prepaid prior to the Scheduled Term Loan Maturity Date without Agent’s prior written consent, except in connection with a permanent prepayment of all the Liabilities and termination of all Revolving Loan Commitments. (ii) Any Event of Default resulting from the non-payment of any portion of the Term Loan when due and payable shall be deemed waived upon the satisfaction of such payment in full in cash though a payment by the guarantor under the Amended and Restated Corporate Guarantee within three (3) Business Days of such Event of Default.” (i) Section 2 of the Loan Agreement is hereby further amended by deleting in its entirety subsection (f) thereof. (j) Section 3(a) of the Loan Agreement is hereby amended by deleting the reference to “Applicable Margin in respect of LIBOR Rate Loans” and also collectively referred to as replacing it with “Applicable Margin in respect of Revolving Loans that are Base Rate Loans”. (k) Section 4(c) of the “Term Loan Notes”), duly executed and delivered Agreement is hereby amended by the Borrower, in form and substance reasonably acceptable adding a new subsection (vi) to the end thereof to read as follows: “In consideration of the Sixteenth Amendment, a $350,000 fee shall be earned in full on the Sixteenth Amendment Effective Date and payable by Borrowers to Agent, with appropriate insertionsfor the ratable benefit of Lenders executing the Sixteenth Amendment, dated as follows: (A) $200,000 of such fee shall be paid on the Closing Date, payable Sixteenth Amendment Effective Date and (B) to the order extent that on January 31, 2010 (x) all Loans and other Liabilities (other than contingent indemnification obligations as to which no unsatisfied claim has been asserted) have not been paid in full, (y) all Letter of each Lender Credit Obligations, if any, are not cash collateralized in an amount equal to 110% of the principal amount of such Lender’s Term Letter of Credit Obligations and (z) this Agreement is not terminated, Borrowers shall pay to Agent the remaining $150,000 on January 31, 2010.” (l) Section 13(b) of the Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.Agreement is hereby amended and restated in its entirety to read as follows:

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (bi) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as bear interest on the same may be amended, restated, supplemented or otherwise modified principal amount thereof from time to timetime outstanding, from the date of the Term Loan until such principal amount becomes due, and together with on any renewals or extensions thereof or exchanges or substitutions thereforTerm Loan Accrued Interest Amount from time to time outstanding, individually at a rate per annum equal to the sum of (A) the lesser of (1) the Base Interest Rate plus the Applicable Margin and collectively(2) 15.0% PLUS (B) 1.25%; PROVIDED that, in the absence of a continuing Event of Default, that portion of such interest equal to 1.25% per annum shall, in the absence of an election by the Borrowers to pay such interest currently, be accrued as a Term Loan Accrued Interest Amount, PROVIDED, FURTHER, that, the “Borrowers may, on or prior to the date that is 5 Business Days prior to due date thereof, elect to pay all accrued and unpaid interest under this Section 2.04(a)(i)(B) currently. (ii) Notwithstanding anything to the contrary contained in Section 2.04(a)(i), (A) in the event that the Borrowers repay in full in cash all Obligations (other than the Term Loan Note” Accrued Interest Amount) under this Agreement and also collectively referred the other Loan Documents on or prior to as the “first anniversary of the Effective Date, the Borrowers shall not be required to repay any of the Term Loan Notes”), duly executed Accrued Interest Amount and delivered by (B) in the Borrower, event that the Borrowers repay in form full in cash all Obligations (other than the Term Loan Accrued Interest Amount) under this Agreement and substance reasonably acceptable the other Loan Documents on or prior to the Agent, with appropriate insertions, dated second anniversary of the Closing Effective Date, payable the Borrowers shall not be required to repay 50% of the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEAccrued Interest Amount.

Term Loan. (a) On Borrower hereby represents and warrants that Lenders have made the terms and subject to Initial Term Loan in the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million the Initial Term Loan Amount to Borrower for the purposes set forth in Section 6.20 hereof. Borrower represents and No/100 Dollars warrants that, as of the date hereof, the unpaid principal amount of the Initial Term Loan is [$ ] and such amount is unconditionally owed by Borrower to Lenders without offset, defense or counterclaim of any kind, nature or description whatsoever. Subject to the terms and conditions of this Agreement, each Lender with a Term Loan Commitment agrees ($105,000,000.00)severally, not jointly or jointly and severally) to make, on or about the date of this Agreement, the Additional Term Loan to Borrower in an amount equal to such Lender’s Pro Rata Share of the Additional Term Loan Amount. Commencing The Term Loan shall be repaid on April 1, 2022, payments (plus interest payments) the following dates and in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)following amounts: Date Installment Amount July 10, each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 2008 $ 290,003 Year 2 1,000,000.00 July 10, 2009 $ 301,070 Year 3 1,000,000.00 July 10, 2010 $ 314,425 Year 4 1,000,000.00 July 10, 2011 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate 1,000,000.00 The outstanding unpaid principal balance of the Term Loan, together with and all accrued and unpaid interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of under the Term Loan shall be immediately due and payablepayable on the earliest of (a) the Maturity Date, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The the date of the acceleration of the Term Loan in accordance with the terms hereof, and (c) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEconstitute Obligations.

Term Loan. The Term Loan shall be evidenced by, and repaid with interest in accordance with, one or more promissory notes (aeach, a "Term Loan Note") of Borrower in substantially the form of Exhibit A hereto. On the terms and subject Closing Date, Borrower shall deliver to CIT-EF a Term Loan Note in the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereonpayable to CIT-EF for the account of its Applicable Lending Office, dated the Closing Date. In the event there shall be payable on any assignment by CIT-EF or an Assignee of its interest in a Term Loan Note in accordance with the Credit Termination Date. Any amounts paid provisions hereof, Borrower shall, upon surrender of such Note, issue to each of CIT-EF, or applied such Assignee and its Assignee a new Term Loan Note in a principal amount equal to the principal balance of its respective interest in the Term Loan (whether after giving effect to such assignment). Each Lender is hereby authorized by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturityBorrower to endorse on the schedule attached to the Term Loan Note held by it, the outstanding Type of each Term Loan and each renewal, conversion, continuation and payment of principal balance amount received by such Lender. The principal of the Term Loan shall be immediately due payable commencing on September 30, 1995 and payablethereafter on each succeeding Quarterly Payment Date through and including, together unless prepaid in full in accordance with any remaining accrued interest thereonthe terms of this Agreement, to Lenders by Borrower. June 30, 2002, in equal quarterly installments, such that on each such date Six Hundred Seven Thousand One Hundred Forty-Two Dollars and Eighty-Six Cents (b$607,142.86) The of the Term Loan is paid, provided, however, the last such payment on the last such date shall be evidenced by one or more promissory notes (hereinafter, as in the same may be amended, restated, supplemented or otherwise modified from time amount required to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, repay the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEfull.

Term Loan. The BANK shall extend a mortgage term loan to the BORROWER in the principal amount of Six Million Nine Hundred Thousand Dollars (a$6,900,000.00) On ("Term Loan") evidenced by a Term Promissory Note of BORROWER to BANK dated February 6, 1998 in the original principal amount of Six Million Nine Hundred Thousand Dollars ($6,900,000.00) ("Term Note"). The Term Note shall bear interest at a fixed rate equal to seven and twelve hundredths percent (7.12%) per annum during the first five (5) years thereunder (the "Fixed Rate"); and, thereafter, at the Term LIBOR-based Rate (as defined below) equal to the LIBOR rate (as defined in Section I.D. hereinabove) plus two percent (2%) per annum (the "Term LIBOR -based Rate"). Interest shall be calculated and charged daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year. The Term Loan shall have a term of ten (10) years, be payable upon the terms set forth in the Term Note, and shall be otherwise subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00)other Loan Documents. Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule BORROWER may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, prepay the outstanding principal balance of the Term Loan in whole, but not in part, at any time, subject to payment by BORROWER to BANK of all prepayment premiums, penalties, charges, and reimbursement obligations provided under the Term Note. Notwithstanding any other provision of this Agreement or any of the Loan Documents, in the event that the BORROWER elects to terminate the Revolving Line of Credit Loan for any reason, the BORROWER shall be immediately due pay to BANK all then outstanding principal, and payableaccrued and unpaid interest, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The under the Term Loan and, in connection therewith, BORROWER shall be evidenced by one or more promissory notes (hereinafterpay to BANK all prepayment premiums, as the same may be amendedpenalties, restated, supplemented or otherwise modified from time to timecharges, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, reimbursement obligations provided under the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, Lxxxxx agrees to make one or more loans to Borrower (each, a “Loan”), from and after the Effective Date through January 31, 2022, not to exceed the aggregate principal amount of $6,000,000.00 (the “Credit Limit”). With respect to Loans used for the purchase of Inventory from Ixxxxx, in addition to the other terms and conditions of this Agreement, such Loans shall be made pursuant to the advance funding mechanism identified in Section 2 of the Ixxxxx Intercreditor. Except where the advance funding mechanism under Section 2 of the Ixxxxx Intercreditor calls for lesser Loan amounts, all Loans shall be made in increments of no less than $500,000. For clarity, no Loan shall be made after January 31, 2022, and Lender shall not make Loans in excess of the Credit Limit. Interest on the Loans shall be paid monthly as provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution in Section 1.2 of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00)Section 2 of this Schedule. Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years The Loans shall be paid repaid by the Borrower to Lender in consecutive monthly installments in weekly payments of 75.00% of the amount Borrower’s sales of Financed Inventory (as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Datedefined below), each payable on commencing seven days from the date of the first day of each calendar month Loan, and continuing on the first same day of each calendar month week thereafter through and including until the Credit Termination earliest of the following dates: (i) the date the Loans have been paid in full; or (ii) the Maturity Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment On the Maturity Date (or, if earlier, upon acceleration of the aggregate Obligations in accordance with the terms of this Agreement), the entire unpaid principal balance of the Term LoanLoans, together with plus all other Obligations relating to the Loans (including accrued and unpaid interest accrued thereon, and, any fees and other charges due under the Agreement) shall be payable on the Credit Termination Datedue and payable. Any amounts paid or applied to the principal balance portion of the Term Loan (whether by mandatory prepayment or otherwise) Loans that are repaid may not be reborrowed hereunderreborrowed. Upon maturity, the outstanding principal balance All payments by Borrower to Lender in respect of the Term Loan Loans shall be immediately due and payable, together with any remaining accrued interest thereon, made via ACH banking transfer to Lenders by Lender's bank account per written instructions that Lender shall provide to Borrower. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Thirty-Three Million and No/100 Dollars ($105,000,000.0033,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan over twenty (20) years shall be paid by the Borrower amortized over a twenty-five (25) year period and shall be repaid in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)follows: Year 1 $ 440,000 $ 36,666.67 Year 2 $ 470,000 $ 39,166.67 Year 3 $ 510,000 $ 42,500.00 Year 4 $ 550,000 $ 45,833.33 Year 5 $ 600,000 $ 50,000.00 together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A otherwise in accordance with Section 2.4 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. 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 Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment”. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by Borrower. (b) . The Term Loan payment obligations of the Borrower to the Lender hereunder are and shall be evidenced by one or more promissory notes (hereinafter, joint and several as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, provided in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATESection 11.21 hereof.

Term Loan. On November 2, 2016, the aggregate outstanding principal balance of all term loans (a) On the terms and subject to the conditions set forth in this Agreementcollectively, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) previously extended by Lenders with Term Loan Commitment Percentages (as in effect prior to the Borrower Sixth Amendment Effective Date) was $18,850,911.03. To give effect to the Sixth Amendment, Borrowers shall have made payments in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize respect of the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of cause the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not to be reborrowed hereunder$10,000,000.00. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more secured promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” ”) in substantially the form attached hereto as Exhibit 2.3(a) and also collectively referred to as based on the “Term Loan Notes”Commitment Percentage of Lenders (as in effective on and after the Sixth Amendment Effective Date). The Term Loan may consist of Domestic Rate Loans or LIBOR Rate Loans, duly executed or a combination thereof, as Borrowing Agent may request; and delivered in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBOR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply. Once repaid, the Term Loan may not be re-borrowed. The Term Loan shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: (a) commencing December 1, 2016, and continuing on the first Business Day of each and every calendar month thereafter, Borrowers shall pay to Agent equal monthly payments of principal in the aggregate amount of $166,667 (which amount has been agreed to by Borrowers and Lenders and based upon a five (5) year principal amortization schedule) and (b) the Borrowerentire outstanding principal balance of this Term Loan, together with all accrued and unpaid interest, shall be due and payable in full, in form and substance reasonably acceptable to cash, on the Agentlast day of the Term, with appropriate insertionsif not sooner, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEby Borrowers.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenderswith a Term Loan Commitment, severally and for itself alone, extend agrees to make in one (1) advance Dollars such Lender’s Pro Rata Share of a term loan (the “Term Loan”) in one advance to the Borrower on the Closing Date in an 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 date hereof, the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) is equal to One Forty-Two Million Two Hundred Five Million Twenty-Four Thousand Nine Hundred Ninety-Nine and No/100 82/100 Dollars ($105,000,000.00). Commencing on April 142,224,999.82) and, 2022immediately after giving effect to such advance, payments (plus interest payments) in is equal to the amount sufficient to fully amortize the Maximum Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination DateFacility. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, The payment obligations of the outstanding principal balance of Borrower to the Lenders and Administrative Agent 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 immediately due and payable, together with any remaining accrued interest thereon, limited to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Pro Rata Share of the Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEThe Term Loan Commitment shall automatically and permanently terminate concurrently with the making of the Term Loan on the Closing Date.

Term Loan. (a) On Subject to and upon the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Defaultcontained herein, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent severally (and the Lenders, severally and for itself alone, extend in one (1not jointly) advance agrees to make a term loan (the “Term Loan”) to the Borrower Loan in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance its Pro Rata Share of the Term Loan (whether by mandatory prepayment to Borrower in US Dollars in an aggregate amount not exceeding the Maximum Term Credit, available once only in a single advance on or otherwise) may not be reborrowed hereunder. Upon maturity, about the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrowerdate hereof. (b) The Term Loan shall will be (a) evidenced by one or more term promissory notes (hereinaftereach, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the a “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), ) in such original principal amount duly executed and delivered by Borrower to the specified Lender concurrently herewith; (b) to be repaid, together with interest and other amounts, in accordance with this Agreement, the Term Notes, and the other Financing Agreements and (c) secured by all of the Collateral and the other collateral described in the Financing Agreements. (c) Borrower shall make equal monthly payments of principal on the Term Loan on the first day of each month commencing on the first day of the sixth month following advance of the Term Loan and ending on the Maturity Date in an amount sufficient to amortize the full amount of the Term Loan over a period of twenty four (24) months and otherwise in accordance with the Term Notes. On the Maturity Date the remaining unamortized balance of the Term Loan (including principal, accrued and unpaid interest and other amounts due and owing with respect thereto) shall be due and be payable. (d) The Term Loan may be prepaid in whole or in part at any time without notice or penalty provided the funds used for any such prepayment (i) are generated from operations of Borrower, in form and substance reasonably acceptable or (ii) are proceeds of an equity issue by Borrower. Prepayments of the Term Loan from any other source will be subject to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.early termination fees as follows:

Term Loan. On the Closing Date, (a) On "Term Loan A" (as --------- such term was defined in the terms and subject Agreement prior to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00)Amendment No. Commencing on April 1, 2022, payments (plus interest payments1 Closing Date) in the aggregate amount sufficient of $12,000,000 was advanced to fully amortize the Borrowers and (b) "Term Loan over twenty B" (20) years shall be paid by the Borrower in consecutive monthly installments as such term was defined in the amount as set forth on Agreement prior to the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Amendment No. 1 Closing Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of ) in the aggregate unpaid amount of $8,000,000 was advanced to Borrowers. The outstanding principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance Loan A as of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunderAmendment No. Upon maturity, 1 Closing Date is $12,000,000 and the outstanding principal balance of Term Loan B as of the Amendment No. 1 Closing Date is $8,000,000. Subject to the terms and conditions of Amendment No. 1, on the Amendment No. 1 Closing Date (a) Term Loan A and Term Loan B shall be consolidated and recast as the "Term Loan" and (b) each Lender, severally and not jointly, will make an additional Term Loan to Borrowers in the sum equal to such Lender's Commitment Percentage of $5,000,000, so that the aggregate principal amount of the Term Loan shall be immediately due $25,000,000. The Term Loan shall be, with respect to principal, payable in equal consecutive quarterly installments, each in the sum of $425,000, commencing November 15, 2006 and payablecontinuing on the fifteenth (15th) day of each February, together with any remaining accrued interest thereonMay, August and November thereafter, until the last day of the Term when the entire unpaid principal sum of the Term Loan shall be payable in full, subject to Lenders by Borrower. (b) acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. The Term Loan shall be evidenced by one or more secured amended and restated promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “"Term Loan Note” and also collectively referred ") in substantially the form attached to Amendment No. 1 as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEExhibit 2.4 ----------- thereto.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Default, each on the Closing Date Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance agrees to make a term loan (the “"Term Loan”") to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty Amount. (20b) years Subject to the provisions of Section 2.2(c), the Term Loan shall be paid by the Borrower repaid in consecutive monthly equal principal installments in the amount as set forth of $250,000, commencing on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)October 1, each payable on the first day of each calendar month 2000, and continuing on the first day of each succeeding calendar month thereafter through until the Term Loan has been paid in full. (c) Notwithstanding Section 2.2(b), so long as there has occurred no Default or Event of Default which is continuing, from time to time Borrower may request that, in lieu of making a monthly principal payment under Section 2.2(b): (i) Lender establish a reserve (the "Amortization Reserve") in the amount of $250,000; or (ii) if the Amortization Reserve has already been established, Lender add an additional $250,000 increment to the Amortization Reserve. Any such request shall be made in writing no later than 2 Business Days prior to the date on which a principal payment is due under Section 2.2(b). Borrower may not make a partial monthly payment under Section 2.2(b) and including request an addition to the Credit Termination Date. Year 1 $ 290,003 Year Amortization Reserve for the difference between $250,000 and the partial monthly payment. (d) No later than 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment Business Days following Borrower's written request (which shall be made no more frequently than annually and the first request shall be made no earlier than the first anniversary of the aggregate unpaid Closing Date) Lender shall release the entire amount of the Amortization Reserve then existing, provided that all of the following apply: (i) The principal balance of the Term Loan, together with interest accrued thereon, shall be payable Loan does not exceed either (A) $15,000,000 or (B) 30% of the Accounts Appraised Value set forth on the Credit Termination Date. Any amounts paid most recent Accounts Appraisal; and (ii) No Default or applied Event of Default has occurred and is continuing. (e) In addition to the principal installments described in SECTION 2.2(b) above, Borrower shall prepay the Term Loan as follows: (i) Immediately upon demand by Lender, by the amount by which the Amortization Reserve exceeds the Availability; (ii) Immediately, without notice or demand by Lender, by the amount by which the principal balance of the Term Loan exceeds the lesser of (whether A) $15,000,000 and (B) 30% of the Accounts Appraised Value set forth on the most recent Accounts Appraisal; (iii) Immediately, without notice or demand by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturityLender, by the amount by which the outstanding principal balance of the Term Loan shall be exceeds four (4) times the Three Month Trailing Borrower Maintenance Revenues multiplied by the Applicable Percentage; and (iv) Immediately, without notice or demand by Lender, by the amount by which the outstanding principal balance of the Term Loan exceeds 75% of Domestic Collections with respect to Accounts for the immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrowerpreceding 120 day period. (bf) The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan shall be evidenced due and payable on the earlier of (i) the Maturity Date or (ii) the date of termination of this Agreement, whether by one its terms, by prepayment, or more promissory notes (hereinafter, as by acceleration. All amounts outstanding under the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” shall constitute Obligations. (g) Amounts borrowed pursuant to this Section may not be repaid and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEreborrowed.

Term Loan. (a) On Subject to the terms and conditions set forth herein, after the Interim Effective Date and prior to the Term Loan Commitment Termination Date, each Lender with a Term Loan Commitment agrees severally (not jointly, and not jointly and severally) to make Term Loans to the Borrower (such loans, the “New Money Term Loans”), from time to time, and subject to the conditions set forth in this AgreementDIP Orders; provided, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in that (i) no more than one (1) advance Term Loan borrowing per month, in accordance with the Approved Budget, shall be made hereunder, (ii) the aggregate principal amount of each borrowing of New Money Term Loans shall be in a term loan minimum amount of at least $5,000,000 and in a multiple of $100,000 in excess thereof (the “except for any borrowing of New Money Term Loan”) to the Borrower Loans in an aggregate principal amount that is equal to One Hundred Five Million and No/100 Dollars the entire unused balance of aggregate Term Loan Commitments), ($105,000,000.00). Commencing on April 1iii) prior to the Final Effective Date, 2022the aggregate borrowings of New Money Term Loans hereunder shall not exceed the Interim Facility Amount, payments (plus interest paymentsiv) notwithstanding anything to the contrary set forth herein or in the amount sufficient to fully amortize the Term other Loan over twenty (20) years Documents, in no event shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid outstanding principal balance of the Term Loan, together with interest accrued thereon, shall be payable on Loans at any time exceed the Credit Termination Date. Any amounts paid aggregate amount set forth in Schedule 2.1(a) or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, Commitment and in no event shall any Lender’s Pro Rata Percentage of the outstanding principal balance of the Term Loan Loans exceed the amount set forth opposite such Lender on Schedule 2.1(a), and (v) subject to the limitations set forth above (other than subclause (i) above) and satisfaction of the terms and conditions herein including Section 3.2, New Money Term Loans in an amount equal to the Wind Down Reserve shall be immediately due made available to the Debtors upon approval of a Credit Bid Sale Order or Third-Party Sale Order and payablethree (3) days prior to the consummation of a Credit Bid Sale or Third-Party Sale, together with any remaining accrued interest thereon, to Lenders as applicable. Any dispute regarding the Wind Down Reserve shall be resolved by Borrowerthe Bankruptcy Court. (b) The Upon entry of the Interim DIP Order, each Roll-Up Lender holding 2024-1 Term Loans (as defined in the Pre-Petition Loan Agreement) (“Interim Roll-Up Lender”) shall be evidenced by one or more promissory notes (hereinafter, as deemed to have advanced additional loans in an aggregate principal amount of $37,949,226.03 of Term Loans in the same may be amended, restated, supplemented or otherwise modified from time to timeamount set forth opposite such Interim Roll-Up Lender on Schedule 2.1(a), and together with any renewals or extensions thereof or exchanges or substitutions thereforsuch Interim Roll-Up Lender’s 2024-1 Term Loans (as defined in the Pre- Petition Loan Agreement) will be deemed to have been converted on a cashless, individually and collectivelydollar-for-dollar basis into Term Loans (such Term Loans, the “Term Loan Note” and also collectively referred to as the “Term Loan NotesInterim Roll-Up Loans”), duly executed . The Interim Roll-Up Loans shall be deemed funded and delivered by shall constitute and be deemed to be Term Loans hereunder with the Borrower, in form and substance reasonably acceptable terms set forth on the date of entry of the Interim DIP Order. Each Interim Roll-Up Lender shall have been deemed to the Agent, with appropriate insertions, dated execute this Agreement on the Closing Date. (c) Upon entry of the Final DIP Order, payable to the order of each Roll-Up Lender holding Initial Term Loans or Additional Term Loans (each as defined in the Pre-Petition Loan Agreement) that were funded by such Restricted Roll-Up Lender on the Closing Date or the First Amendment Effective Date (each as defined in the Pre-Petition Loan Agreement), as applicable, (“Restricted Roll-Up Lender”) shall be deemed to have advanced additional loans in an aggregate principal amount of $135,202,821.00 of Term Loans in the amount set forth opposite such Restricted Roll- Up Lender on Schedule 2.1(a), and such Restricted Roll-Up Lender’s Initial Term Loans or Additional Term Loans (each as defined in the Pre-Petition Loan CommitmentAgreement) that were funded by such Restricted Roll-Up Lender on the Closing Date or the First Amendment Effective Date (each as defined in the Pre-Petition Loan Agreement), as applicable, will be deemed to have been converted on a cashless, dollar-for-dollar basis into Term Loans (such Term Loans, the “Restricted Roll-Up Loans”). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGThe Restricted Roll-Up Loans shall be deemed funded and shall constitute and be deemed to be Term Loans hereunder with the terms set forth on the date of entry of the Final DIP Order. Each Restricted Roll-Up Lender shall have been deemed to execute this Agreement on the Closing Date. (d) Upon entry of the Final DIP Order, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEeach Roll-Up Lender holding 2023 Term Loans or JS Loans (each as defined in the Pre-Petition Loan Agreement), as applicable, (“Final Roll-Up Lender”) shall be deemed to have advanced additional loans in an aggregate principal amount of $26,847,952.97 of Term Loans in the amount set forth opposite such Final Roll-Up Lender on Schedule 2.1(a), and a portion of such Final Roll-Up Lender’s 2023 Term Loans or JS Loans (each as defined in the Pre-Petition Loan Agreement), as applicable, will be deemed to have been converted on a cashless, dollar-for-dollar basis in the amounts set forth on Schedule 2.1(a) into Term Loans (such Term Loans, the “Final Roll-Up Loans”). The Final Roll- Up Loans shall be deemed funded and shall constitute and be deemed to be Term Loans hereunder with the terms set forth on the date of entry of the Final DIP Order. Each Final Roll-Up Lender shall have been deemed to execute this Agreement on the Closing Date.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Term Loan Borrower in an aggregate principal amount equal to One Sixteen Million Five Hundred Five Million Thousand and No/100 Dollars ($105,000,000.0016,500,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan shall be amortized over twenty ten (2010) years and shall be paid by the Borrower repaid in consecutive equal monthly installments in the amount as set forth on the schedule below of One Hundred Thirty Seven Thousand Five Hundred and No/100 Dollars (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date$137,500.00), together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A otherwise in accordance with Section 2.7 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. 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 Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment.” Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by the Term Loan Borrower. (b) . The payment obligations of the Term Loan Borrower to the Lender hereunder are and shall be joint and several as provided in Section 12.21 hereof. The Term Loan shall be evidenced by one or more a promissory notes note (hereinafter, as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, called the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Term Loan Borrower, substantially in the form and substance reasonably acceptable to the Agentset forth in Exhibit B attached hereto, with appropriate insertions, dated the Closing Date, payable to the order of each the Lender in the principal amount of such Lender’s Term Loan CommitmentSixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000.00). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON UPON THE CREDIT EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 11.2 HEREOF; AND (Z) THE TERMINATION DATEOF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Default, on the Closing Date each Lender shallwith a Term Loan Commitment agrees (severally, immediately following not jointly or jointly and severally) to make term loans (collectively, the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “"Term Loan”") to the Borrower Borrowers in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in such Lender's Pro Rata Share of the amount sufficient to fully amortize the Maximum Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by BorrowerAmount. (b) The Term Loan shall be evidenced by one repaid in equal monthly installments of $350,000, payable on the first day of each month, commencing on August 1, 2001, until the Term Loan is repaid in full; provided, however, that, so long as no Default shall have occurred and be continuing, commencing on the first day of the first month after which (x) the Honeywell Contract is renewed upon terms acceptable to the Agent and (y) the Term Loan Amount is less than or more promissory notes (hereinafterequal to $5,000,000, as the same may amount of each remaining installment due in respect of the Term Loan shall be amendedautomatically reduced from $350,000 to $275,000. The Borrowers may, restated, supplemented or otherwise modified at any time and from time to time, prepay all or a portion of the Term Loan without penalty or premium, except as otherwise provided in Section 3.6. Each prepayment shall be accompanied by the payment of accrued interest to the date of such prepayment on the amount prepaid, shall be in an amount that is in an integral multiple of $100,000 and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectivelyshall be applied against the remaining installments of principal due on the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, the “outstanding principal of and all accrued and unpaid interest on the Term Loan Note” shall be due and also collectively referred payable on the earliest to as occur of (i) the “date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration, (ii) the date of termination or expiration of the Honeywell Contract, and (iii) the Maturity Date. All amounts outstanding under the Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the shall constitute Obligations. Any principal amount of such Lender’s the Term Loan Commitmentwhich is repaid or prepaid by Borrowers may not be reborrowed. (c) Within ten (10) days of delivery to the Agent of each set of unaudited quarterly financial statements pursuant to Section 6.3(a), commencing with the delivery to the Agent of the financial statements for the fiscal quarter of the Parent ended July 31, 2001 or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to Section 6.3(a), ten (10) days after the date such statements are required to be delivered to the Agent pursuant to Section 6.3(a), the Borrowers shall prepay the outstanding principal of the Term Loan in an amount equal to 50% of the Excess Cash Flow of the Borrowers for such fiscal quarter. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGEach such prepayment of the Term Loan shall be accompanied by the payment of accrued interest to the date of such prepayment on the amount prepaid and shall be applied against the remaining installments of principal of the Term Loan in the inverse order of maturity. (d) If any audit by the Parent's independent accountants or any other subsequent event or events shall demonstrate that the Excess Cash Flow set forth in any quarterly financial statements was inaccurate and that as a result the Borrowers did not prepay the Term Loan by the appropriate amount, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEthe Borrowers will pay to the Agent immediately on demand the excess of (i) the amount of principal that should have been prepaid with respect to such fiscal quarter, over (ii) the amount of principal that was prepaid with respect to such fiscal quarter. (e) Within three Business Days after the Parent's receipt of a tax refund of approximately $1,500,000 from the United States Treasury, the Borrowers shall prepay the outstanding principal of the Term Loan in an amount equal to $1,000,000. Such prepayment of the Term Loan shall be accompanied by the payment of accrued interest to the date of such prepayment on the amount prepaid and shall be applied against the remaining installments of principal of the Term Loan in the inverse order of maturity.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance The Bank extended a term loan (to the “Term Loan”) Borrower pursuant to the terms of the Original Agreement and this Agreement and as of the date of Amendment 2 such term loan had an outstanding principal balance of $750,000. On the date that Amendment 2 becomes effective in accordance with its terms, the Bank hereby agrees to increase the amount of such term loan by $5,000,000 and extend an amended and restated term loan to the Borrower in an aggregate principal amount equal of $5,750,000 (such increased and amended and restated term loan shall, for all purposes of this Agreement and the other Loan Documents, be referred to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in as the amount sufficient to fully amortize "Term Loan;" whenever the Term Loan over twenty (20) years is referred to in the Agreement or any of the other Loan Documents, it shall be paid by the Borrower in consecutive monthly installments deemed to be such increased and amended and restated Term Loan). The Term Loan shall be evidenced by, among other things, an amended and restated term note substantially in the amount form of Exhibit B to Amendment 2 and dated the date of Amendment 2, (the "Term Note;" whenever the Term Note is referred to in the Agreement or any of the other Loan Documents, it shall be deemed to such increased and amended and restated Term Note). The Term Loan shall be payable in twelve (12) consecutive quarterly principal installments as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on follows: the first day of eleven (11) principal installments shall each calendar month in an amount equal to Two Hundred Eighty Seven Thousand Five Hundred Dollars and continuing on the first day of each calendar month thereafter through 00/100 ($287,500.00) and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied last day of each December, March, June and September commencing September 30, 2003 and the twelfth (12th) and final principal installment shall be in an amount equal to the then remaining unpaid principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan and shall be immediately due and payable, together with any remaining all accrued and unpaid interest, on June 30, 2006. The Term Note shall bear interest thereonon the unpaid principal amount thereof from time to time outstanding at a rate per annum, to Lenders by Borrowerbe elected pursuant to the provisions of this Agreement equal to either (i) LIBOR plus the Applicable Margin, or (ii) the Prime Rate (which interest rate shall change when and as the Prime Rate changes) plus the Applicable Margin. In all cases interest shall be computed on the basis of a 360-day year for actual days elapsed and shall be payable as provided in this Agreement. After any stated or accelerated maturity thereof, the Term Note shall bear interest at the increased rate set forth in this Agreement. (be) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, Section 5.9 of the Agreement is amended to read in its entirety as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.follows:

Term Loan. (a) On the terms 4.1 Each Company hereby agrees to execute and subject deliver to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, Agent the Term Loan Promissory Note to evidence the Term Loan to be extended to each Lender shall, immediately following the execution of this Agreement Company by the BorrowerLenders. 4.2 Upon receipt of the Term Loan Promissory Note, Agent the Lenders hereby severally (and the Lenders, severally and for itself alone, not jointly) agree to extend in one (1) advance a term loan (the “Term Loan”) to the Borrower Companies the Term Loan in an aggregate the original principal amount equal to One Hundred Five of Fifty Million and No/100 Dollars ($105,000,000.0050,000,000). Commencing on April 1, 2022, payments (plus interest payments) in the . 4.3 The principal amount sufficient to fully amortize of the Term Loan over twenty (20) years shall be paid repaid by the Borrower Company in six (6) consecutive monthly quarterly principal installments in the amount as set forth on the schedule below of One Million Seven Hundred Eighty-Five Thousand Seven Hundred Fifteen Dollars (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)$1,785,715) each, each payable commencing January 4, 2000 and on the first day of each calendar month and continuing on the first day of each calendar month quarter thereafter through and including the Credit Termination DateApril 1, 2001. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding The entire remaining principal balance of the Term Loan shall be immediately due and payablepayable in full on June 30, together with any remaining accrued interest thereon, to Lenders by Borrower2001. (b) The Term Loan shall be evidenced 4.4 In the event this Financing Agreement or the Line of Credit is terminated by one or more promissory notes Lenders (hereinafteracting through the Agent) or the Companies for any reason whatsoever as provided in Section 11 hereof, as the same Term Loans shall become due and payable on the effective date of such termination notwithstanding any provision to the contrary in the Term Loan Promissory Note or this Financing Agreement. 4.5 The Companies, at their option, may be amended, restated, supplemented or otherwise modified from time to prepay the Term Loan at any time, and together with any renewals in whole or extensions thereof or exchanges or substitutions thereforin part, individually and collectivelyprovided that on each such prepayment, the “Companies shall pay (a) accrued interest on the principal so prepaid to the date of such prepayment and (b) the Prepayment Premium then due, if any. 4.6 In the event the Companies have generated Surplus Cash in any fiscal year, on or prior to the date which is ninety (90) days after the end of such fiscal year, there shall be due and payable a Mandatory Prepayment of the Term Loan Note” and also collectively referred in an amount equal to as fifty percent (50%) of the “Surplus Cash for such fiscal year; provided, that no such Mandatory -------- Prepayment shall be required hereunder to the extent that such Mandatory Prepayment would reduce the average daily amount of Availability for the thirty (30) day period ending on the date such Mandatory Prepayment is due to less than Ten Million Dollars ($10,000,000). No Prepayment Premium shall be due with respect to prepayments made under this Section. 4.7 Each prepayment of the Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable (whether voluntary or mandatory) shall be applied to the Agent, last maturing installments of principal of the Term Loan until fully repaid. 4.8 Each Company hereby authorizes the Agent to charge the Companies' Revolving Loan Account with appropriate insertions, dated the Closing Date, payable amount of all amounts due under this Section 4 as such amounts become due. Any amount charged to --------- the Companies' Revolving Loan Account shall be deemed a Revolving Loan hereunder and shall incur interest at the rate provided in Section 8.1 ----------- of this Financing Agreement. Each Company confirms that any charges which the Agent may make to the order of each Lender in Companies' Revolving Loan Account as herein provided will be made as an accommodation to the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATECompanies and solely at the Agent's discretion.

Term Loan. (a) On Subject to and upon the terms terms, conditions, --------- covenants and subject agreements contained herein, the Bank agrees to lend to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event Company the sum of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) $1,100,000 to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more the Company's promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, note payable to the order of the Bank in substantially the form of Exhibit D attached --------- hereto ("Term Note A"). The principal amount from time to time outstanding under Term Note A shall bear interest during each Lender day the loan evidenced thereby is outstanding at a variable per annum rate equal to the lesser of (i) the Basic Rate, as it varies, or (ii) the Maximum Rate, as it varies. Notwithstanding the foregoing, if at any time the Basic Rate shall exceed the Maximum Rate and thereafter the Basic Rate shall become less than the Maximum Rate, the rate of interest payable thereunder shall remain at the Maximum Rate until the Bank shall have received the amount of interest which the Bank would have received if the Basic Rate had not been limited by the Maximum Rate during the period of time the Basic Rate exceeded the Maximum Rate. All past due principal and interest hereunder and under Term Note A, whether due as the result of acceleration of maturity or otherwise, shall bear interest at the Default Rate from the date payment thereof shall have become due until same shall have been discharged by payment. The principal of and interest to accrue on Term Note A shall be due and payable as follows: The principal of Term Note A is due and payable in eight (8) installments, all of such installments, except for the last, being in the principal amount of $137,500 each, and the last and final installment being in the amount of the then remaining unpaid principal balance thereof, the first such Lender’s installment of principal being due and payable on March 31, 1993, and each subsequent installment of principal being due and payable on the last day of each succeeding June, September, December and March thereafter until December 15, 1994, when the then remaining unpaid balance of principal of Term Loan CommitmentNote A shall become due and payable in full. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGInterest on said principal shall be due and payable in monthly installments as it accrues, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEthe first such installment being due and payable on January 31, 1993 and on the last day of each succeeding calendar month thereafter until December 15, 1994, when all unpaid accrued interest and all unpaid principal owing under Term Note A shall be due and payable. All renewals, extensions, modifications, increases, and rearrangements of Term Note A, if any, shall be deemed to be made pursuant to this Agreement and, accordingly, shall be subject to the terms and provisions hereof, and the Company shall be deemed to have ratified, as of such renewal, extension, modification, increase, or arrangement date, all of the representations, warranties, covenants and agreements set forth herein.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following on the execution of this Agreement by the Borrowerdate hereof, Agent and the Lenders, severally and for itself alone, extend in one (1) advance make a term loan to Borrower (the “"Term Loan”") to the Borrower in an aggregate original principal amount equal to One Hundred Five of Eight Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments8,000,000) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by BorrowerU.S. Dollars. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to timeby, and together repaid in accordance with any renewals or extensions thereof or exchanges or substitutions therefora single promissory note of Borrower in the form attached hereto as EXHIBIT B duly completed, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrowerto Lender, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of $8,000,000 dated of even date herewith, payable to Lender and maturing on the Maturity Date (the "Term Note"). (c) Borrower shall make mandatory scheduled principal payments under the Term Note quarterly in the amount of $285,714.28 per calendar quarter, commencing January 1, 1998 and continuing on the first day of each succeeding quarter thereafter until the outstanding principal amount of the Term Note, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date. (d) Borrower may prepay any portion of the outstanding principal of the Term Loan, in whole or in part, together with accrued interest to the date of such Lender’s prepayment on the amount prepaid, (i) with respect to any principal portion that bears interest with reference to the Prime Rate, on any Business Day, without Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR, on the last Business Day of the Interest Period applicable to the portion of the Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGbeing prepaid, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEwithout Make-Whole Premium.

Term Loan. (a) On Bank shall, subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event allow Debtor to refinance the outstanding balance of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a its existing term loan (from Bank under a secured term loan in the “Term Loan”) to the Borrower in an aggregate principal amount equal to One of Two Million Six Hundred Five Million Thousand and No/100 Dollars ($105,000,000.002,600,000.00) (the "Loan"). Commencing on April The Loan shall bear interest at a fluctuating rate (based upon a 360-day year and the actual number of days elapsed) equal to the Reference Rate. At the Debtor's option from time to time during the term of the Loan, the balance of the Loan may bear interest at a fixed rate per annum (based upon a 360-day year and the actual number of days elapsed) equal to the LIBOR Rate plus 185 basis points for periods of thirty (30), sixty (60), ninety (90), one hundred twenty (120), or one hundred eighty (180) days, as Debtor elects. Debtor must confirm the election of any option in writing which must be received by Bank at least one (1) Business Day before the elected effective date. Such writing shall contain all necessary details of the elected option and shall be signed by a duly authorized officer of Debtor. Once elected, 2022a fixed rate option shall be irrevocable and may not be prepaid. Unless otherwise duly elected, payments (plus advances bearing interest payments) at a fixed rate option shall automatically convert to bearing interest at the Reference Rate upon expiration of the elected interest period. Debtor shall pay an initial principal payment in the amount sufficient to fully amortize of Seven Hundred Fifty Thousand and No/l00 Dollars ($750,000.00) on September 30, 1994. The remaining principal balance of the Term Loan over twenty (20) years shall be paid by the Borrower repaid in consecutive monthly equal quarterly installments of principal, each in the amount as set forth on the schedule below of Ninety-Two Thousand Five Hundred and No/100 Dollars (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date$92,500.00), each plus accrued interest, commencing December 31, 1994, and continuing to be due and payable on the first last day of each calendar month and continuing on quarter thereafter until September 30, 1999, when the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal total outstanding balance of the Term Loanunpaid principal, together with interest accrued thereoninterest, and charges provided for herein shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately become due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) . The Term Loan shall be evidenced by one or more promissory notes a Commercial Installment Note (hereinafter, the "Loan Note") in the form attached hereto as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectivelyExhibit "A", the “Term Loan Note” terms of which are incorporated herein. The account records of Bank shall be a prima facie evidence of transactions between Debtor and also collectively referred to as Bank for the “Term Loan Notes”), duly executed and delivered by purpose of the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATELoan.

Term Loan. (a) On the terms and subject to the conditions set forth in this AgreementClosing Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance LaSalle shall make a term loan (the “Term Loan”) to the Borrower in an aggregate the original principal amount equal to of One Million Seven Hundred Five Million and No/100 Thousand Dollars ($105,000,000.001,700,000.00) (the "Term Loan"). Commencing Principal payable on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize account of the Term Loan over twenty (20) years shall be paid by the Borrower payable in consecutive successive monthly installments in the amount as set forth on the schedule below installments: (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each i) payable on the first day of each calendar month month, the first of which installments shall be due and continuing payable on the first day of each calendar the month thereafter through immediately following the 30th day after the Closing Date; and including (ii) based on an amortization schedule consisting of eighty-four (84) equal and level payments; provided, however, that the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A entire unpaid principal balance of the Term Loan shall be due and payable in full upon the expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly payments, with a final installment equal to the unpaid principal balance and any other amounts outstanding due and payable upon the expiration of the aggregate Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Term Loan, together with and any accrued and unpaid interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payablepayable upon the earlier to occur of: (i) the last day of the Original Term or the last day of any Renewal Term, together with if either LaSalle or Borrower elects to terminate this Agreement as of the end of any remaining accrued interest thereon, such Original or Renewal Term; and (ii) the acceleration of the Liabilities pursuant to Lenders by Borrowerparagraph 17 of this Agreement. (b) The If Borrower sells any Equipment, or if Borrower sells any real property subject to a Mortgage or if any of the Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Term Loan shall Loan, to be evidenced applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, such of the other Liabilities of Borrower as LaSalle may elect), a sum equal to the proceeds received by one Borrower (minus the outstanding amount of any indebtedness secured by a Permitted Lien, under paragraph (v) or more promissory notes (hereinafterix) of the definition of Permitted Lien, on such asset, which is superior to LaSalle's lien, and also less the reasonable out-of-pocket costs and expenses incurred in connection with such process) from: (i) such sale; or (ii) such damage, destruction or condemnation; provided, however, that without LaSalle's consent, unless and until an Event of Default has occurred and is continuing: (i) obsolete or worn out Equipment may be sold or otherwise disposed of by Borrower and the proceeds thereof may be retained by Borrower, so long as the fair market value of any such Equipment sold or otherwise disposed of in any single transaction is less than Five Thousand Dollars ($5,000.00), and the fair market value, in the aggregate, of all such Equipment sold or otherwise disposed of by Borrower during any twelve-month period is less than Twenty Thousand Dollars ($20,000.00); and (ii) proceeds of Collateral arising from the damage, destruction or condemnation thereof may be retained by Borrower and used by Borrower to repair, restore or replace such Collateral, as the same case may be amendedbe, restatedso long as the fair market value of any such Collateral damaged, supplemented destroyed or otherwise modified from time to timecondemned in any single incident is less than Five Thousand Dollars ($5,000.00), and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrowerfair market value, in form the aggregate, of all such Collateral owned by Borrower and substance reasonably acceptable to the Agentdamaged, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEdestroyed or condemned during any twelve-month period is less than Twenty Thousand Dollars ($20,000.00).

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (The Term Loan shall be in the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred of Five Million and No/100 Dollars ($105,000,000.005,000,000.00) and shall be evidenced by a promissory note dated the date hereof, in the original principal amount of $5,000,000.00, executed by Borrower and payable to the order of Lender, in the form of Exhibit B attached hereto and made a part hereof (herein referred to as the "Term Note"). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the The outstanding principal balance of the Term Loan shall bear interest at a fixed rate per annum equal to four and ninety-eight hundredths percent (4.98%). Interest shall be immediately due and payable, together with any remaining accrued interest thereon, charged on the principal balance of the Term Loan from time to Lenders by Borrower.time outstanding on the basis of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year; (b2) The Interest accruing on the principal balance of the Term Loan shall be evidenced by one or more promissory notes payable monthly in arrears, on the first (hereinafter1st) Business Day of each month hereafter, commencing on March 1, 2010, and at maturity. The principal balance of the Term Loan shall be paid on a quarterly basis over a seven (7) year term on the first (1st) Business Day of each calendar quarter hereafter, commencing on April 1, 2010 and maturing on January 31, 2017, as more fully described in the same may Term Note. All payments received by Lender on account of the Term Loan shall be amended, restated, supplemented or otherwise modified from time to timein lawful money of the United States of America and in immediately available funds, and together shall be first applied by Lender first to outstanding accrued interest and then to outstanding principal. Borrower hereby authorizes Lender to debit Borrower's operating account with Lender for the {W1772792;7} payment of the installments of accrued interest and principal with respect to the Term Loan on the due dates thereof and at maturity. In the event that there are not sufficient funds in Borrower's operating account to pay such installment payments on account of the Term Loan in full on the due date thereof, then Borrower shall immediately pay to Lender the amount of such installment payment(s) then due (or the amount of such shortfall, as appropriate) in immediately available funds; and (3) If Borrower elects to prepay the principal balance of the Term Loan in full prior to the stated maturity date thereof, then, in addition to paying the amount of accrued interest on the principal amount being prepaid, Borrower shall also be required to pay to Lender a prepayment premium equal to the "Net Loss" (as defined below) that Lender or any renewals subsequent holder of the Term Note sustains or extensions thereof or exchanges or substitutions therefor, individually and collectivelyincurs as a result of such prepayment. As used herein, the “Term Loan Note” and also collectively referred to as term "Net Loss" means either (a) the “Term Loan Notes”), duly executed and delivered by present value of the Borrower, in form and substance reasonably acceptable to interest charged hereunder at the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in applicable fixed contract rate on the principal amount of the Term Note from the date of such Lender’s prepayment to the stated maturity date thereof (i.e., January 31, 2017) less the present value of the interest (at the then-current "Reinvestment Rate") on the principal amount being prepaid, for the period of time from the date of prepayment until the stated maturity date (i.e., January 31, 2017), or (b) if Lender has obtained matched funds in connection with the Term Loan CommitmentNote, any prepayment fee paid by Lender or any subsequent holder of the Term Note to such matched funding source on account of Borrower's prepayment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGAs used herein, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEthe "Reinvestment Rate" shall mean the rate available to Lender or any subsequent holder of the Term Note, as utilized by other money center banks doing business in the State of Connecticut, for the investment in the United States Treasury obligations of the principal amount prepaid with maturities coterminous with the maturity of the Term Loan.

Term Loan. (ai) On Subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Defaulthereof, each Term Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance agrees to make a term loan (collectively, the “"TERM LOAN") on the Closing Date to Borrower in the original principal amount of its Term Loan Commitment. The obligations of each Term Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of EXHIBIT 1.1(B) (each a "TERM NOTE" and collectively the "TERM NOTES"), and, except as provided in SECTION 1.12, Borrower shall execute and deliver each Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender's Term Loan”, together with interest thereon as prescribed in SECTION 1.5. (ii) to Borrower shall repay the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize of the Term Loan over in twenty (20) years shall be paid by the Borrower in consecutive monthly quarterly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month January 1, April 1, July 1 and continuing on the first day October 1 of each calendar month thereafter through and including the Credit Termination Dateyear, commencing January 1, 2003, in an aggregate amount equal to $750,000 on each installment date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A The final installment shall be due on September 6, 2007 shall be in the amount of $750,000 or, if different, the aggregate unpaid remaining principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan . (whether by mandatory prepayment or otherwiseiii) may not be reborrowed hereunder. Upon maturityNotwithstanding SECTION 1.1(B)(II), the aggregate outstanding principal balance of the Term Loan shall be immediately due and payablepayable in full in immediately available funds on the Commitment Termination Date, together if not sooner paid in full. No payment with any remaining accrued interest thereon, respect to Lenders by Borrowerthe Term Loan may be reborrowed. (biv) The Each payment of principal with respect to the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as paid to Agent for the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order ratable benefit of each Lender Term Lender, ratably in the principal amount of proportion to each such Term Lender’s 's respective Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (ai) On Subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Defaulthereof, each Term Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance agrees to make a term loan (collectively, the “Term Loan”) on the Closing Date to Borrower in the original principal amount of its Term Loan Commitment. The obligations of each Term Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(b) (each a “Term Note” and collectively the “Term Notes”), and, except as provided in Section 1.12, Borrower shall execute and deliver each Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender’s Term Loan Commitment, together with interest thereon as prescribed in an aggregate Section 1.5. Borrower shall repay the principal amount of the Term Loan (a) in nineteen equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1quarterly installments, 2022, payments (plus interest payments) each in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)of $500,000, each payable on the first day of each calendar month March, June, September and continuing on the first day December of each calendar month thereafter through year, commencing June 1, 2006, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A (b) in a final installment due on April 3, 2011 shall be in the amount of $10,500,000 or, if different, the aggregate unpaid remaining principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan . (whether by mandatory prepayment or otherwiseii) may not be reborrowed hereunder. Upon maturityNotwithstanding Section 1.2(b)(ii), the aggregate outstanding principal balance of the Term Loan shall be immediately due and payablepayable in full in immediately available funds on the Commitment Termination Date, together if not sooner paid in full. No payment with any remaining accrued interest thereon, respect to Lenders by Borrowerthe Term Loan may be reborrowed. (biii) The Each payment of principal with respect to the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as paid to Agent for the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order ratable benefit of each Lender Term Lender, ratably in the principal amount of proportion to each such Term Lender’s respective Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.