Common use of Term Loans Clause in Contracts

Term Loans. (i) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement, (xI) each Lender holding a Closing Date Term Loan Commitment severally Borrower may request and Bank agrees to make, in Dollars, in a single draw on the Closing Date, make one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the amount set forth opposite such Lender’s name in Schedule A-1 under “Tranche A Term Loans”) at any time from the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to through the terms hereof Availability End Date and (yII) each Lender holding a Delayed Draw Term Loan Commitment severally Borrower may request and Bank agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw make one or more additional term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the amount set forth opposite such lender’s name in Schedule A-2 under “Tranche B Term Loans” and together with the heading Tranche A Term Loans, each a “Delayed Draw Term Loan CommitmentLoan” and collectively, the “Term Loans”, as such amount may ) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be adjusted or reduced pursuant to the terms used for general working capital purposes and conditions hereoffor capital expenditures. (ii) The 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 shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, except as hereinafter providedonce repaid, shall, at the option of the Borrower, may not be incurred and maintained as, and/or converted into, ABR Loans reborrowed. Borrower may prepay any Term Loan in whole or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion part without penalty or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)premium. (iii) The When Borrower desires to obtain a Term Loans Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be made irrevocable) by each such Lender in an aggregate principal amount facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which (x) the Term Loan is to be made. Such notice shall be substantially in the case form of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not Exhibit C. The notice shall be reborrowedsigned by an Authorized Officer.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally Bank agrees to make, in Dollars, in a single draw on the Closing Date, make one (1) or more term loans (eachto Borrowers, a “Closing Date Term Loan”) to the Borrower in such dollar amount as requested by Borrowers, in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and Three Million Dollars (y$3,000,000) (each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan” and collectively the “Term Loans”) to ). Parent may request Term Loans at any time from the Borrower in an aggregate principal amount not to exceed date hereof through the amount set forth opposite such lender’s name in Schedule A-2 under Availability End Date. The proceeds of the heading “Delayed Draw Term Loan Commitment”, as such amount may Loans shall be adjusted or reduced pursuant to the terms and conditions hereofused for general working capital purposes. (ii) The Interest shall accrue from the date of each Term Loans, except as hereinafter provided, shall, Loan at the option rate specified in Section 2.3(a), and prior to the Availability End Date for the applicable Term Loan shall be payable monthly beginning on the 28th day of the Borrowermonth next following such Term Loan, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless continuing on the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafterpayable in 30 equal monthly installments of principal, until plus all accrued interest, beginning on the date that is 90 days one month immediately following the Closing Availability End Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be maintained as (x) ABR Loans immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrowers may prepay any Term Loan without penalty or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)premium. (iii) The When Borrowers desire to obtain a Term Loans Loan, Parent shall notify Bank (which notice shall be made irrevocable) by each such Lender in an aggregate principal amount facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which (x) the Term Loan is to be made. Such notice shall be substantially in the case form of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) Exhibit C. The notice shall be signed by someone designated as an “Authorized Officer” in the case corporate resolutions most recently provided by Borrower to Bank addressing Authorized Officers. 2) Section 2.3(a) of Delayed Draw Term Loans made on the Closing DateAgreement is hereby amended and restated, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.as follows:

Term Loans. (i) Subject The Borrower shall repay to the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that for the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day ratable account of the period described in this clause applicable Term Lenders (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (xi) in the case of Closing Date the Initial Term Loans, does not exceed on the last Business Day of each March, June, September and December, commencing with the first such date to occur for the first full fiscal quarter after the Closing Date Term Loan Commitment Date, an aggregate principal amount equal to 0.25% of such Lender and (y) in the case aggregate principal amount of Delayed Draw Initial Term Loans made on the Closing Date, when aggregated (ii) for any Delayed Draw Term Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur for the first full fiscal quarter after the Delayed Draw Closing Date therefor, an aggregate principal amount equal to 0.25% of the aggregate principal amount of such Delayed Draw Term Loans made on the related Delayed Draw Closing Date, (iii) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date and (iv) on the Maturity Date for the Delayed Draw Term Loans, the aggregate principal amount of all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y)outstanding on such date; provided, does not exceed that, it is the intent of the parties hereto that the Initial Term Loans and the Delayed Draw Term Loan Commitment Loans (if and when funded) shall have the same terms and shall (to the fullest extent permitted by Law, but, for the avoidance of doubt, without imposing any obligation on any party to change the economic terms set forth in this Agreement) be treated as a single class for all purposes (i.e., “fungible”), and with the consent of the Borrower and the Blackstone Credit Representative, the Borrower (in its sole discretion) and the Administrative Agent (following notice to the Administrative Agent from the Borrower and the Blackstone Credit Representative of such Lender consent on or prior to the Closing Date and (C) in the case date of Borrowing of any Delayed Draw Term Loans made Loans, and at the Blackstone Credit Representative’s direction), without the consent of any other Lenders, may agree to adjust the size or date of the scheduled amortization payments described in any borrowing after subclause (ii) and incorporate terms that would be favorable to existing Lenders of the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Initial Term Loans incurred hereunder including, for the avoidance of doubt, any increase in the applicable yield relating to the Initial Term Loans (including by adjusting the size of the scheduled amortization payments described in subclause (i) upward) to achieve fungibility for U.S. federal income tax purposes with the Initial Term Loans. The Lenders hereby irrevocably authorize the Administrative Agent to enter into (i) any amendment to this Agreement or any other Loan Document as may not be reborrowednecessary in order to incorporate any terms described in the foregoing sentence (which amendment shall be entered into by the Administrative Agent at the direction of the Blackstone Credit Representative, subject to the agreement of the Borrower) and (ii) such technical amendments as may be necessary or appropriate in the reasonable opinion of the Blackstone Credit Representative and the Borrower in connection with the changes described in the foregoing clause (i), in each case on terms consistent with this Section 2.07 as in effect on the date hereof.

Term Loans. Unless otherwise agreed to by the Administrative Agent, to request the Term Loans, the Borrower shall notify the Administrative Agent of such request by telephone (i) Subject to in the terms and conditions hereofcase of a Eurodollar Loan, not later than 2:00 p.m., New York City time, two (x2) each Lender holding a Business Days before the Closing Date Term Loan Commitment severally agrees to makeand (ii) in the case of an ABR Loan, in Dollarsnot later than 1:00 p.m., in a single draw on New York City time one (1) Business Day before the Closing Date, one . Each such telephonic Term Loan request shall be irrevocable and shall be confirmed promptly by hand delivery or more term loans (each, a “Closing Date Term Loan”) telecopy to the Borrower Administrative Agent of a written Loan Request signed by the Borrower. Each such telephonic and written Loan Request shall specify the following information in an compliance with Section 2.01: (i) the aggregate principal amount not to exceed of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date requested Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof.which shall comply with Section 2.01(d)); (ii) The the Borrowing Date of such Term LoansLoan, except as hereinafter providedwhich shall be a Business Day; (iii) whether such Term Loan is to be an ABR Loan or a Eurodollar Loan; and (iv) in the case of a Eurodollar Loan, shallthe initial Interest Period to be applicable thereto, at which shall be a period contemplated by the option definition of the Borrowerterm “Interest Period.” If no election as to the Type of Term Loan is specified, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless then the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date requested Term Loans Loan shall be maintained during (A) an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Loan, then the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, Borrower shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Loan Request in accordance with this Section 2.03(b), with the first such Interest Period commencing on the first day Administrative Agent shall advise each Term Lender of the period described in this clause (B). (iii) The details thereof and of the amount of such Term Loans shall Lender’s Loan to be made by each such Lender in an aggregate principal amount which (x) in as part of the case of Closing Date requested Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedLoan.

Term Loans. (i) Subject to the terms and conditions hereofset forth herein (including Section 5.02), each Tranche B Term Loan Lender agrees to make a single Tranche B Term Loan to the Borrower, on the Fifth Restatement Effective Date, in a principal amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Notwithstanding the foregoing, subject to the consent of the Borrower and the Administrative Agent, each Existing Tranche B Term Loan Lender may elect to continue its Existing Tranche B Term Loan as a Tranche B Term Loan under this Agreement by indicating such an election on a Term Loan Lender Addendum delivered to the Administrative Agent on or prior to the Fifth Restatement Effective Date. All such continuations shall be deemed to be part of the Borrowing of Tranche B Term Loans on the Fifth Restatement Effective Date for all purposes hereunder. Amounts repaid or prepaid in respect of Tranche B Term Loans may not be reborrowed. (xii) Subject to the terms and conditions set forth herein (including Section 5.02), each Fifth Restatement Effective Date Tranche A Term Loan Lender holding agrees to make a Closing single Fifth Restatement Effective Date Tranche A Term Loan to the Borrower, on the Fifth Restatement Effective Date, in a principal amount equal to such Fifth Restatement Effective Date Tranche A Term Loan Lender’s Fifth Restatement Effective Date Tranche A Term Loan Commitment. Notwithstanding the foregoing, subject to the consent of the Borrower and the Administrative Agent, each Existing Tranche A Term Loan Lender may elect to continue its Existing Tranche A Term Loan as a Fifth Restatement Effective Date Tranche A Term Loan under this Agreement by indicating such an election on a Term Loan Lender Addendum delivered to the Administrative Agent on or prior to the Fifth Restatement Effective Date. All such continuations shall be deemed to be part of the Borrowing of Fifth Restatement Effective Date Tranche A Term Loans on the Fifth Restatement Effective Date for all purposes hereunder. (iii) Subject to the terms and conditions set forth herein (including Section 5.02), each Delayed Draw Tranche A Term Loan Lender agrees to make a Delayed Draw Tranche A Term Loan to the Borrower, on up to four occasions during the Delayed Draw Tranche A Term Loan Commitment severally agrees to makePeriod, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Delayed Draw Tranche A Term Loan Lender’s name in Schedule A-1 under the heading “Closing Date Delayed Draw Tranche A Term Loan Commitment”, as such amount may be adjusted . Amounts repaid or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, prepaid in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option respect of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Tranche A Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more each Lender then party to this Agreement severally (and not jointly) made a term loans loan to Borrowers (eachcollectively, a the “Closing Date Existing Term LoanLoans”) to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject $20,000,000. Subject to the terms and conditions hereofof this Agreement and the First Amendment, delayed draw on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loans on no more than two occasions loan to Borrowers (eachcollectively, a the “Delayed Draw First Amendment Term LoanLoans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Borrower in an First Amendment on the First Amendment Effective Date, the aggregate principal amount not to exceed of the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may Loans hereunder shall be adjusted or reduced pursuant $40,000,000. Subject to the terms and conditions hereof. of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (iiand not jointly) The agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, except as hereinafter providedcollectively, shallthe “Term Loans”), at in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the option Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans hereunder shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The $60,000,000. All Term Loans shall be made by in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each such Lender in an aggregate principal amount which (x) in Lender’s making of the case of Closing Date Second Amendment Term LoansLoans on the Second Amendment Effective Date, does not exceed the Closing Date any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and (y) agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in the case of Delayed Draw Term Loans made this Agreement as in effect on the Closing Date, when aggregated with all Delayed Draw were reduced to $0 upon the funding of the Existing Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the case First Amendment Effective Date, were reduced to $0 upon the funding of Delayed Draw the First Amendment Term Loans made in any borrowing after on the Closing First Amendment Effective Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed).

Term Loans. (ia) Subject to Each Tranche A Lender agrees, severally and not jointly, on the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term make loans (eacheach such loan, a “Closing Date "Tranche A Term Loan”") to the Borrower Borrowers for the repayment of the Tranche A Construction Loans, on the Conversion Date, in an aggregate principal amount not to exceed the amount set forth opposite in excess of such Tranche A Lender’s name in Schedule A-1 under the heading “Closing Date 's Tranche A Term Loan Commitment”; provided, as such however, that the aggregate principal amount may be adjusted of the Tranche A Term Loans shall not exceed the Aggregate Tranche Commitment for Tranche A Term Loans or reduced pursuant to the terms hereof aggregate outstanding Tranche A Construction Loans (including all Tranche A Construction Loans made on the Conversion Date). (b) Each Tranche B Lender agrees, severally and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to makenot jointly, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to on the terms and conditions hereofof this Agreement, delayed draw term to make loans on no more than two occasions (eacheach such loan, a “Delayed Draw "Tranche B Term Loan”") to the Borrower Borrowers for the repayment of the Tranche B Construction Loans, on the Conversion Date, in an aggregate principal amount not to exceed the amount set forth opposite in excess of such lender’s name in Schedule A-2 under the heading “Delayed Draw Tranche B Lender's Tranche B Term Loan Commitment”; provided, as such however, that the aggregate principal amount may be adjusted of the Tranche B Term Loans shall not exceed the Aggregate Tranche Commitment for the Tranche B Term Loans or reduced pursuant to the terms and conditions hereofaggregate outstanding Tranche B Construction Loans (including all Tranche B Construction Loans made on the Conversion Date). (iic) The Term Loans, except as hereinafter provided, shall, at the option Proceeds of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Tranche A Term Loans shall be maintained during used solely for the payment of amounts due in respect of the Tranche A Construction Loans made by the Tranche A Lenders (A) the first week following the Closing Date as ABR including all Tranche A Construction Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing made on the first day of the period described in this clause (BConversion Date). (iiid) The Proceeds of the Tranche B Term Loans shall be used solely for the payment of amounts due in respect of the Tranche B Construction Loans made by each such Lender in an aggregate principal amount which the Tranche B Lenders (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term including all Tranche B Construction Loans made on the Closing Conversion Date, when aggregated with all Delayed Draw ). (e) Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder repaid or prepaid may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofset forth herein, (x) each Lender holding the Borrower may from time to time, upon written notice to the Bank, convert all or a Closing Date Term Loan Commitment severally agrees portion of the outstanding principal balance of the Line of Credit Note to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”), upon satisfaction of the following conditions: (i) The Borrower shall provide written notice to the Borrower in an aggregate principal amount Bank, not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant less than thirty (30) business days prior to the terms hereof and (y) each Lender holding requested effective date for such conversion of outstanding principal to a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Each such Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans Loan shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period for a principal amount of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)at least $3,000,000.00. (iii) No Default or Event of Default shall have occurred hereunder and be continuing at the time of such request. (iv) The Borrower shall execute a promissory note (each, as amended, extended or renewed from time to time, a “Term Loans Note”, in the form set forth on Exhibit “D” hereto. The Borrower and its Subsidiaries shall execute such other documentation as the Bank shall reasonably require in connection with such Term Loan. (v) The Borrower shall pay a fee upon the execution of each Term Note, in an amount reasonably set by the Bank, not to exceed 1.0% of the Term Loan amount. (vi) The Borrower shall pay all of the Bank’s fees, expenses and costs in connection with the documentation, closing and administration of each Term Loan, including, without limitation, all attorneys fees and costs, filing fees, documentary stamp taxes and intangible personal property taxes. (b) Each such Term Loan: (i) shall be made by each such Lender for a term of 36 months; (ii) shall accrue interest at the rate to be reasonably agreed upon between the Borrower and the Bank; and (iii) shall be payable in monthly installments of principal plus interest in an aggregate amount required to fully amortize the principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date such Term Loan Commitment over 36 months, commencing on the date of such Lender and Term Loan. (yc) in the case of Delayed Draw Each Term Loans made Loan with be secured by a lien on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed Borrower’s and each of the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedBorrower’s Included Subsidiaries’ accounts receivable.

Term Loans. (i) Subject The Term Borrower shall repay to the terms Tranche B-1 Term Lenders (i) on the last Business Day of each March, June, September and conditions hereofDecember, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on commencing with the first full quarter after the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not equal to exceed 0.25% of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed of all Initial Tranche B-1 Term Loans outstanding on the amount Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth opposite in Section 2.05) and (ii) on the applicable Maturity Date for the Initial Tranche B-1 Term Loans, the aggregate principal amount of all Initial Tranche B-1 Term Loans outstanding on such lender’s name date, in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”each case, as such amount may be adjusted or reduced unless accelerated sooner pursuant to the terms and conditions hereofSection 8.02. (ii) The Term LoansBorrower shall repay to the Tranche B-2 Term Lenders (i) on the last Business Day of each March, except as hereinafter providedJune, shallSeptember and December, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) commencing with the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following full quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Tranche B-2 Term Loans outstanding on the Closing Date (which amounts shall be maintained reduced as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period a result of one month, the application of prepayments in accordance with the first such Interest Period commencing order of priority set forth in Section 2.05) and (ii) on the first day applicable Maturity Date for the Initial Tranche B-2 Term Loans, the aggregate principal amount of the period described all Initial Tranche B-2 Term Loans outstanding on such date, in this clause (B)each case, unless accelerated sooner pursuant to Section 8.02. (iii) The In the event that any Refinancing Term Loans or Extended Term Loans are made, such Refinancing Term Loans or Extended Term Loans shall be repaid by the Term Borrower in the amounts and in the dates set forth in the Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof. (iv) If any principal repayment installment to be made by each the Term Borrower (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such Lender principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in an aggregate principal amount which (x) in computing interest or fees, as the case of Closing Date may be and if any principal repayment installment to be made by the Term LoansBorrower on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, does not exceed such principal repayment installment shall be extended to the Closing Date Term Loan Commitment next succeeding Business Day unless the result of such Lender and (y) extension would be to extend such principal repayment installment into another calendar month, in the case of Delayed Draw Term Loans made which event such principal repayment installment shall be due on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedimmediately preceding Business Day.

Term Loans. (a) Subject to Section 4 hereof, the Term Loans (i) Subject to shall be advanced and made ratably by the terms and conditions hereof, (x) each Lender holding a Closing Date Lenders in accordance with the Lenders’ respective Term Loan Commitment severally agrees to makeCommitments, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made Lenders on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed but in no event on or after the Delayed Draw Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Closing Date and (C) Term Loans, such repayment shall be split among the non-defaulting Lenders in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw accordance with their respective Term Loan Commitment Percentages until each non-defaulting Lender has received its Term Loan Commitment Percentage of all of the outstanding Term Loans, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) the failure of any Lender at to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such time. Once repaid, Term Loans incurred hereunder may not be reborrowedother Lender is obligated to make hereunder).

Term Loans. (i1) Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding agrees to make a loan on the Closing Date in respect of Term Loan Commitment A to each Borrower (jointly and severally) in the amount of the Term Loan A Commitment. Lender shall not be obligated to make any further loan to Borrowers under the Term Loan A after the Closing Date and no portion of the Term Loan A which has been repaid may be reborrowed. Each Borrower shall jointly and severally agrees pay to makeLender the principal balance of the Term Loan A in monthly installments payable commencing on November 1, 2004 and continuing on the first day of each succeeding month thereafter in Dollarsthe amount of each such installment of $166,666.67 until the earlier of: (i) the date that the Term Loan A is paid in full or (ii) the Term Loan Maturity Date. The entire unpaid principal balance of the Term Loan A, together with all accrued but unpaid interest thereon shall be due in a single draw payable on the Term Loan Maturity Date. In addition, Credit Parties shall make certain mandatory prepayments in respect of the Term Loan A as provided in Section 3.2.2 hereof. The Term Loan A shall be evidenced by the Term Note A, and the Borrowers to which Term Loan A is made shall jointly execute and deliver the Term Note A to Lender on the Closing Date, one or more term loans . (each, a “Closing Date Term Loan”2) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, delayed draw term loans Lender agrees to make a loan on no more than two occasions the Amendment No. 3 Date in respect of Term Loan B to each Borrower (each, a “Delayed Draw Term Loan”jointly and severally) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 of the Term Loan B Commitment. Lender shall not be obligated to make any further loan to Borrowers under the heading “Delayed Draw Term Loan Commitment”, as such amount B after the Amendment No. 3 Date and no portion of the Term Loan B which has been repaid may be adjusted or reduced pursuant reborrowed. Each Borrower shall jointly and severally pay to Lender the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option principal balance of the BorrowerTerm Loan B in monthly installments payable commencing on December 1, be incurred 2005 and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing continuing on the first day of each succeeding month thereafter in the period described amount of each such installment of $66,666.67 until the earlier of: (i) the date that the Term Loan B is paid in this clause full or (ii) the Term Loan Maturity Date. The entire unpaid principal balance of the Term Loan B). (iii) , together with all accrued but unpaid interest thereon shall be due in payable on the Term Loan Maturity Date. In addition, Credit Parties shall make certain mandatory prepayments in respect of the Term Loan B as provided in Section 3.2.2 hereof. The Term Loans Loan B shall be made evidenced by each such Lender in an aggregate principal amount the Term Note B, and the Borrowers to which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender B is made shall jointly execute and (y) in deliver the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Note B to Lender on the Closing Date and (C) in the case Amendment No. 3 Date. Borrowers hereby direct Lender to disburse all proceeds of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment B (net of such Lender at such timeall fees owing to Lender) to the following account of Borrowers: Xxxxx Fargo Bank, N.A., Los Angeles, California, ABA No. Once repaid000000000, Term Loans incurred hereunder may not be reborrowed.Account No. 4121043368, Reference: Prospect Medical Holdings, Inc.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally Bank agrees to make, in Dollars, in a single draw on the Closing Date, make one (1) or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed $15,000,000 (each a “Term Loan” and collectively the amount set forth opposite such Lender’s name in Schedule A-1 under “Term Loans”). Borrower may request Term Loans at any time from the heading “Closing Date through the Availability End Date. The proceeds of the Term Loan Commitment”Loans shall be used for general working capital purposes, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofcapital expenditures and/or general corporate purposes. (ii) The 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 shall be payable monthly in arrears beginning on the 19th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in 24 equal monthly installments of principal, plus all accrued but unpaid interest, beginning on February 19, 2019 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all outstanding amounts due in connection with the Term Loans and any other outstanding amounts due under this Agreement shall be immediately due and payable. Term Loans, except as hereinafter providedonce repaid, shall, at the option of the Borrower, may not be incurred and maintained as, and/or converted into, ABR Loans reborrowed. Borrower may prepay any Term Loan without penalty or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)premium. (iii) The When Borrower desires to obtain a Term Loans Loan, Borrower shall notify Bank (which notice shall be made irrevocable) by each such Lender in an aggregate principal amount electronic mail or facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which (x) the Term Loan is to be made. Such notice shall be substantially in the case form of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not Exhibit C. The notice shall be reborrowedsigned by an Authorized Officer.

Term Loans. (i) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) $5 million and whole multiples of $1 million in excess thereof in the first week following case of the Closing Date as ABR Loans Tranche A-5 Term Loan (or any other term loan established under the Incremental Loan Facilities in Dollars) and (B) thereafter€5 million and whole multiples of €1 million in excess thereof in the case of the Tranche A-6 Term Loan and the Tranche A-7 Term Loan (or any other term loan established under the Incremental Loan Facilities in an Alternative Currency). Each Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower’s request is with respect to Revolving Loans or Term Loans, until and, in each case, the particular kinds and types, (ii) whether such request is for a Borrowing, conversion, or continuation, (iii) the requested date that is 90 days following the Closing Dateof such Borrowing, conversion or continuation (which shall be maintained a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed, converted or continued, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) the currency of the Loans to be borrowed. If a Borrower fails to specify a currency in a Loan Notice for Loans (other than Euro Revolving Loans, the Tranche A-6 Term Loan or the Tranche A-7 Term Loan) requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in currencies other than Dollars, such Loans shall be continued as (x) ABR Fixed LIBOR Rate Loans or (y) Eurocurrency Loans in their original currency with an Interest Period of one month, with . Any automatic conversion to Base Rate Loans shall be effective as of the first such Interest Period commencing on the first last day of the period described Interest Period then in this clause (B). (iii) The Term effect with respect to the applicable Fixed LIBOR Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Fixed LIBOR Rate Loans shall in any Loan Notice, but fails to specify an Interest Period, the Interest Period will be made by each such Lender deemed to be one month. No Loan may be converted into or continued as a Loan denominated in an aggregate principal amount which (x) a different currency, but instead must be repaid in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment original currency of such Lender Loan and (y) reborrowed in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedother currency.

Term Loans. Borrower may prepay the principal of the Term Loans, in whole or in part without penalty or premium (except as otherwise provided in Section 2.4(e)(iv) and Section 2.4(g)). Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment (i) Subject shall be allocated among each of the outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of outstanding Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment (unless the Lenders under such Tranche have elected to receive less than their pro rata share thereof as provided in a Refinancing Amendment or a Loan Modification Offer), and (ii) to the extent allocated to a Tranche of Term Loans, shall be applied against the remaining installments of principal due on such Tranche of Term Loans in the manner directed by Borrower at the time of the respective prepayment (and, in the absence of any such direction, in direct order of maturity) (for the avoidance of doubt, any amount that is due and payable on a Term Loan Maturity Date for such Tranche of Term Loans shall constitute an installment). Each optional prepayment of Loans under this Section 2.4(d) shall be made by Borrower on the following terms and conditions hereof, conditions: (i) Borrower shall give Agent prior to 3:00 p.m. (New York City time) (x) at least 1 Business Day prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (y) at least 3 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Rate Loans, which notice (in each Lender holding a Closing Date case) shall specify the applicable Tranche of Term Loan Commitment severally agrees Loans that shall be prepaid, the amount of such prepayment and the Types of Loans to makebe prepaid and, in Dollarsthe case of LIBOR Rate Loans, in a single draw on the Closing Datespecific Borrowing or Borrowings pursuant to which such LIBOR Rate Loans were made, one or more term loans and which notice Agent shall promptly transmit to each of the Lenders; and (each, a “Closing Date ii) each partial prepayment of Term Loan”Loans pursuant to this Section 2.4(d) to the Borrower shall be in an aggregate principal amount not of at least $1,000,000 (or such lesser amount as is acceptable to exceed the amount set forth opposite such Lender’s name Agent in Schedule A-1 under the heading “Closing Date Term Loan Commitment”any given case), as such amount may be adjusted or reduced provided that if any partial prepayment of LIBOR Rate Loans made pursuant to any Borrowing shall reduce the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate outstanding principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced of LIBOR Rate Loans made pursuant to such Borrowing to an amount less than the terms Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Rate Loans (and conditions hereof. (iisame shall automatically be converted into a Borrowing of Base Rate Loans) The Term Loans, except as hereinafter provided, shall, at the option and any election of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period with respect thereto given by Borrower shall have no force or effect. A notice of one monthprepayment pursuant to this Section 2.4(d) shall be irrevocable; provided, with however, a notice of prepayment of all outstanding Loans pursuant to this Section 2.4(d) may state that such notice is conditioned upon the first effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such Interest Period commencing notice may be revoked by Borrower (by notice to Agent on or prior to the first day of the period described in this clause specified effective date) if such condition is not satisfied (Balthough any such revocation shall not affect Borrower’s obligations pursuant to Section 2.12(b)). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date agrees to make Term Loan Commitment severally agrees Advances to makeBorrower. Borrower may request Term Loan Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. The aggregate outstanding amount of Tranche A Term Loan Advances shall not exceed the Tranche A Term Loan Maximum Amount. Borrower may request Term Loan Advances under Tranche B at any time after the date in which Borrower has provided evidence satisfactory to Lender in its sole discretion, in Dollarsthat the Tranche B Milestone has been met, in a single draw on through the Closing Tranche B Availability End Date, one or more term loans (each, a “Closing Date . The aggregate outstanding amount of Tranche B Term Loan”) to Loan Advances shall not exceed the Borrower in an aggregate Tranche B Term Loan Maximum Amount. The principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date of each Term Loan Commitment”, as such amount may Advance shall be adjusted or reduced pursuant to the terms hereof and at least One Hundred Thousand Dollars (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof$100,000). (ii) The Interest on Term Loans, except as hereinafter provided, shall, Loan Advances shall accrue from the date each such Term Loan Advance (“Advance Date”) is made at the option of the Borrowerrate specified in Section 2.3(a), be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during payable in accordance with Section 2.3(c). Each Tranche A Term Loan Advance shall be payable in twenty-seven (A27) the first week following the Closing Date as ABR Loans equal monthly installments of principal and (B) thereafterinterest, until beginning on the date that is 90 days following the Closing Datenine (9) months after first interest only payment date of such Term Loan Advance, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with other than an Interim Interest Period of one monthPayment, with the first such Interest Period commencing and continuing on the first day of each month thereafter until paid in full. Each Tranche B Term Loan Advance shall be payable in thirty (30) equal monthly installments of principal and interest, beginning on the date that is six (6) months after first interest only payment date of such Term Loan Advance other than an Interim Interest Payment, and continuing on the first of each month thereafter until paid in full. Notwithstanding the foregoing, in the event Borrower has met the Equity Milestone, Borrower shall have the option to elect (prior to the date any Term Loan Advance is made) to make payments under any Tranche A or Tranche B Term Loan Advance in twenty-four (24) equal monthly installments of principal and interest, beginning on the date that is twelve (12) months after first interest only payment date of such Term Loan Advance other than an Interim Interest Payment, and continuing on the first of each month thereafter until paid in full (“Extended Interest Term”). Borrower may prepay any portion of any Term Loan Advance in accordance with Section 2.1(c)(iv). Any prepayments shall be subject to the terms of the period described in this clause (B)Subordination Agreement. (iii) The When Borrower desires to obtain a Term Loans Loan Advance, Borrower shall notify Lender (which notice shall be made irrevocable) by each such Lender in an aggregate principal amount facsimile transmission to be received no later than 3:00 p.m. Pacific time ten (10) Business Days before the day on which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment Advance is to be made (other than a Term Loan Advance to be made as of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date). Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee. Lender shall be entitled to rely on any facsimile or telephonic notice given by a person who Lender reasonably believes to be a Responsible Officer or a designee thereof, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y)and Borrower shall indemnify and hold Lender harmless for any damages or loss suffered by Lender as a result of such reliance. In addition, does not exceed the Delayed Draw Borrower shall execute a promissory note for any Term Loan Commitment of such Lender on Advances in substantially the Closing Date and (C) form as the promissory note set forth in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.Exhibit D.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement Bank shall make term loans to Borrower in two Tranches, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on "Tranche A" and "Tranche B". On the Closing Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank shall make one (1) term loan to Borrower under Tranche A in an aggregate principal amount equal to $3,000,000 (the "Initial Term Loan"). Thereafter, on or prior to the Availability End Date, Borrower may request and Bank agrees to make one (1) or more additional term loans to Borrower under Tranche A in an aggregate principal amount not to exceed $7,000,000 (each, each a “Closing Date "Tranche A Term Loan”" and together with the Initial Term Loan, the "Tranche A Term Loans"). At any time after Borrower’s achievement of the Equity Milestone through the Availability End Date, Borrower may request and Bank agrees to make one (1) or more additional term loans to the Borrower in an aggregate principal amount not to exceed $5,000,000 (each a "Tranche B Term Loan" and collectively, the amount set forth opposite such Lender’s name in Schedule A-1 under "Tranche B Term Loans" and together with the heading “Closing Date Tranche A Term Loans, each a "Term Loan" and collectively, the "Term Loans"). The proceeds of the Initial Term Loan Commitment”, shall be used to refinance all obligations owing from Borrower to Bank as such amount may of the Closing Date. The proceeds of any subsequent Tranche A Term Loans and the Tranche B Term Loans shall be adjusted or reduced pursuant to the terms hereof used for general working capital purposes and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereoffor capital expenditures. (ii) The Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a) and shall be payable monthly in arrears beginning on the __ day of the month next following the date such Term Loan is funded and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued but unpaid interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all outstanding amounts due in connection with the Term Loans and any other outstanding amounts due under this Agreement shall be immediately due and payable. Term Loans, except as hereinafter providedonce repaid, shall, at the option of the Borrower, may not be incurred and maintained as, and/or converted into, ABR Loans reborrowed. Borrower may prepay any Term Loan without penalty or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)premium. (iii) The When Borrower desires to obtain a Term Loans Loan, Borrower shall notify Bank (which notice shall be made irrevocable) by each such Lender in an aggregate principal amount facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which (x) the Term Loan is to be made. Such notice shall be substantially in the case form of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not Exhibit C. The notice shall be reborrowedsigned by an Authorized Officer.

Term Loans. The Borrower shall repay to the Administrative Agent (i) Subject to for the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on ratable account of the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to Tranche B Lenders the Borrower in an aggregate principal amount not to exceed of all Tranche B Term Loans outstanding in twenty-eight (28) consecutive quarterly installments, the first twenty-seven (27) of which shall be in the amount set forth opposite such Lender’s name in Schedule A-1 under of 0.25% of total funded Tranche B Term Loans as of the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or date on which the Tranche B Commitment shall have been automatically and permanently reduced to $0 pursuant to Section 2.12(b) and the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, last of which shall be in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed of the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms Loans then outstanding and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at for the option ratable account of the BorrowerTranche C Lenders the aggregate principal amount of all Tranche C Term Loans outstanding in thirty-two (32) consecutive quarterly installments, the first thirty-one (31) of which shall be incurred in the amount of 0.25% of total funded Tranche C Term Loans as of the date on which the Tranche C Commitment shall have been automatically and maintained as, and/or converted into, ABR permanently reduced to $0 pursuant to Section 2.12(b) and the last of which shall be in the aggregate principal amount of the Tranche C Term Loans or Eurocurrency Loansthen outstanding. Each of the foregoing installments shall be reduced as a result of the application of prepayments of the Term Loans in accordance with the order of priority set forth in Section 2.16(e). Each such payment shall be made on each Quarterly Payment Date; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that final principal repayment installment of the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans each Class shall be made by each such Lender in an aggregate principal amount which (xi) in the case of Closing Date the Tranche B Term Loans, does not exceed on the Closing Tranche B Maturity Date Term Loan Commitment (including the date that shall be the Tranche B Maturity Date by operation of such Lender the proviso in the definition of “Tranche B Maturity Date”) and (yii) in the case of Delayed Draw the Tranche C Term Loans, on the Tranche C Maturity Date, and in any event the final principal repayment installment with respect to the Term Loans made of each Class shall be in an amount equal to the aggregate principal amount of the Term Loans of such Class outstanding on the Closing date of the applicable final principal repayment installment. “Quarterly Payment Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed ” shall mean (1) the Delayed Draw Term Loan Commitment last Business Day of such Lender on the calendar month in which the 90th day after the Closing Date occurs and (C2) in the case last Business Day of Delayed Draw Term Loans made in any borrowing each calendar month that is the third calendar month after the Closing Date, does not exceed one in which the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedimmediately preceding Quarterly Payment Date has occurred.

Term Loans. (ia) Pursuant to the terms and conditions of the Existing Credit Agreement, the Existing Lenders made, severally and not jointly, a “Term Loan” (under and as defined in the Existing Credit Agreement) to Borrower on the Original Closing Date in the aggregate principal amount of $100,000,000. The Borrower, Agent and each Existing Lender acknowledges and agrees that, as of the date hereof immediately prior to the effectiveness of this Agreement, $99,250,000 of the principal amount of the “Term Loan” (under and as defined in the Existing Credit Agreement) remains outstanding (the “Existing Term Loan”). Each of the Borrower, Agent and each Lender acknowledges and agrees that the outstanding principal amount of the Existing Term Loan shall for all purposes hereunder constitute and be referred to as a portion of the Term Loans hereunder. Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding certain Lenders agree, severally and not jointly, to make a Closing term loan to Borrower on the Restatement Effective Date in an amount not to exceed such Lender’s Restatement Effective Date Term Loan Commitment severally agrees to makePercentage of the Restatement Effective Date Term Loan Commitment (such term loans, in Dollarsindividually and collectively, in a single draw on the Closing Date, one or more term loans (each, a “Closing Restatement Effective Date Term Loan”) to ; the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Restatement Effective Date Term Loan Commitment”and the Existing Term Loan, as such amount may be adjusted or reduced pursuant to together, the terms hereof “Term Loans” and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (eachindividually, a “Delayed Draw Term Loan”) ). Upon written notice by any Lender to Borrower that a promissory note or other evidence of indebtedness is requested by such Lender to evidence the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower shall be maintained during promptly (Aand in any event within three (3) Business Days of any such request) execute and deliver to such Lender a promissory note substantially in the first week following the Closing Date form attached hereto as ABR Loans and Exhibit 2.4 (B) thereaftereach such promissory note, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (Ba “Term Note”). (iiib) The principal amount of the Existing Term Loan shall be payable as follows, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement: (a) Borrower shall pay equal installments of $250,000 each on the last day of each calendar quarter commencing on September 30, 2013; and (b) Borrower shall pay the remaining principal balance of the Existing Term Loan on the last day of the Term. The principal amount of the Restatement Effective Date Term Loan shall be payable as follows, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement: (a) Borrower shall pay equal installments of $77,000 each on the last day of each calendar quarter commencing on June 30, 2014; and (b) Borrower shall pay the remaining principal balance of the Restatement Effective Date Term Loan on the last day of the Term. (c) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case may consist of Closing Date Term Base Rate Loans or LIBOR Rate Loans, does not exceed or a combination thereof, as Borrower may request. If Borrower desires to obtain or extend a LIBOR Rate Loan or to convert a Base Rate Loan to a LIBOR Rate Loan, Borrower shall comply with the Closing Date Term Loan Commitment of such Lender notification requirements set forth in Sections 2.2(b) and (yd) in and the case provisions of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and Sections 2.2(b) through (Cg) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedshall apply.

Term Loans. (i) Subject to the terms and conditions hereofset forth herein, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in make its portion of a single draw on term loan (the Closing Date, one or more term loans (each, a “Closing Date Term A-1 Loan”) to the Borrower in Dollars on the Closing Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule Term A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject . Subject to the terms and conditions hereofset forth herein and in Incremental Amendment, delayed draw term loans on no more than two occasions (each, a “Delayed Draw each Incremental Term Loan”) A-2 Lender severally agrees to make Incremental Term A-2 Loans to the Borrower in Dollars on the Initial Drawing Date and the Second Drawing Date, as the case may be, in an aggregate principal amount not to exceed such Incremental Term A-2 Lender’s Incremental Term A-2 Commitment on the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Bridge 2 Loan Commitment”, as such amount may be adjusted or reduced pursuant Closing Date. Subject to the terms and conditions hereof. (ii) The Term Loansset forth herein and in the Third Amendment, except as hereinafter provided, shall, at each Bridge 1 Lender severally agrees to make its portion of Bridge 1 Loans to the option of Borrower in Dollars on the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Bridge 1 Loan Closing Date in an amount not to exceed such Bridge Lender’s Bridge 1 Loan Commitment. Subject to the terms and conditions set forth herein and in the Fourth Amendment, each Bridge 2 Lender severally agrees to make its portion of Bridge 2 Loans to the Borrower in Dollars on the Bridge 2 Loan Closing Date in an amount not to exceed such Bridge Lender’s Bridge 2 Loan Commitment. Amounts repaid on the Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedre-borrowed. The Term A-1 Loans, the Term A-2 Loans and the Bridge Loans shall consist of Base Rate Loans only (except, with respect to any continuing Interest Periods for any Eurodollar Rate Loans as of the Bridge 2 Loan Closing Date but only until the end of such current Interest Period, at which time, such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan from and after such time), notwithstanding anything to the contrary set forth herein or in the other Loan Documents.” (h) Section 2.08 of the Credit Agreement is hereby amended by deleting clause (c) thereof in its entirety and replacing it with the following:

Term Loans. (i) Subject to the terms and conditions hereofof this Agreement, (xi) each Lender holding funding a Closing Date Sixth Amendment Term Loan Commitment severally agrees to make, in Dollars, in a single draw make available to the Borrowers on the Closing Date, one or more Sixth Amendment Effective Date such Lender’s Percentage of a term loans loan in Dollars (each, a the “Closing Date Sixth Amendment Term Loan”) in the aggregate principal equal to the Borrower Term Facility Commitment Amount for the purposes hereinafter set forth; (ii) as set forth more fully in an Section 1.1(c), the Lenders will make the Revolving Loans to the Borrowers and (iii) as set forth more fully in Section 1.1(b), the Swing Line Lender will make the Swing Line Loan to the Borrowers. Amounts repaid or prepaid on the Term Loan may not be reborrowed. The proceeds of the Sixth Amendment Term Loan shall be used (i) to prepay, in full, the aggregate principal amount not to exceed of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Fourth Amendment Term Loan Commitment”and Fifth Amendment Term Loan outstanding as of the Sixth Amendment Effective Date and (ii) to repay certain Revolving Loans outstanding as of the Sixth Amendment Effective Date. From and after the Sixth Amendment Effective Date, as such amount may be adjusted or reduced pursuant the obligations with respect to the Fourth Amendment Term Loan and Fifth Amendment Term Loan shall be reduced to $0. It is understood and agreed that from and after the Sixth Amendment Effective Date, all references to the Term Loans shall mean the term loans made to the Borrowers on the Sixth Amendment Effective Date. The Loans, including the Swing Line Loan, shall bear interest and be payable in accordance with the terms and conditions of this Agreement and the Notes. The Notes shall be executed and delivered to each respective Lender on the date hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollarsthereafter, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”time, as such amount may be adjusted or reduced pursuant to and when requested by the terms and conditions hereof. (ii) The Term LoansAdministrative Agent, except as hereinafter provided, shall, acting at the option direction of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)any Lender. (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to the terms and conditions hereofcontained in this Agreement, each Term Loan Lender (xseverally and not jointly) each Lender holding agrees to make a loan to the Borrowers on the Closing Date (each, a “Term Loan” and collectively, the “Term Loans”), and the Borrowers may borrow from the Term Loan Commitment severally agrees to make, in Dollars, in a single draw Lenders on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) up to the Borrower in an aggregate principal amount not equal to exceed the amount Aggregate Term Loan Commitment Limit as allocated to the Term Loan Lenders as set forth opposite such Lender’s name in on Schedule A-1 under 2.01A hereto (collectively, the heading “Closing Date Term Loan Commitments” and each individually, a “Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw ). The Term Loan Commitment severally agrees Lenders shall have no obligation to make, make any advance in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option respect of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following after the Closing Date as ABR Loans or to readvance any principal sums repaid in respect of the Term Loans. The obligations of the Term Loan Lenders hereunder shall be several and (B) thereafter, until the date that is 90 days following not joint. The failure of any Term Loan Lender to make any Term Loan on the Closing DateDate shall not relieve any other Term Loan Lender of its corresponding obligation to do so on such date, and no Term Loan Lender shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period responsible for the failure of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) any other Term Loan Lender to so make its Term Loan. The Term Loans shall be made evidenced, to the extent requested by each such Lender the applicable Term Loan Lender, by the Borrowers’ Term Notes executed from time to time in an the aggregate original principal amount which (x) in equal to the case of Closing Date Term Loans, does not exceed the Closing Date Aggregate Term Loan Commitment Limit, each in the form of such Exhibit A hereto (with all blanks appropriately completed) (as the same may be amended, supplemented, restated, extended, renewed or replaced from time to time, and including any replacement Term Notes issued to any assignee of the Loans or any Lender under Article XII hereof, referred to collectively as the “Term Notes”, and each individually, a “Term Note”), issued to, and payable to, each of the Term Loan Lenders (yor their respective registered assigns) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw amounts equal to their respective Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedCommitments.

Term Loans. (ia) Subject to the terms and conditions set forth in this Agreement, each Term Loan A Lender agrees to loan to Borrowers on the Closing Date such Term Loan A Lender’s Pro Rata Share of the Term Loan A, which, in the aggregate for all Term Loan A Lenders, shall be in the original principal amount of Twenty Million Dollars ($20,000,000). The Term Loan A is not a revolving credit facility and may not be drawn, repaid and redrawn and any repayments or prepayments of principal on the Term Loan A shall permanently reduce the Term Loan A. The obligations of Term Loan A Lenders hereunder are several and not joint or joint and several. Borrowers irrevocably authorize Agent and Term Loan A Lenders to disburse the proceeds of the Term Loan A on the Closing Date in accordance with the applicable Borrowing Certificate. (b) Prior to the date hereof, the Term Loan D Lenders made the Original Term Loan D in the original principal amount of Six Million Seven Hundred Eighty Seven Thousand Five Hundred Dollars (x$6,787,500). On the Closing Date, (i) each Lender holding a portion of the Original Term Loan D, in a principal amount equal to Two Million Nine Hundred Twenty Four Thousand Eight Hundred Seventy Four Dollars and Ninety Six Cents ($2,924,874.96) will be repaid (the “Original Term Loan D Payment Amount”) and (ii) the remaining outstanding principal balance (including interest capitalized as of the Closing Date) of the Original Term Loan D, after giving effect to the Original Term Loan D Payment Amount, is Seven Million Nine Hundred Forty Six Thousand Six Hundred Twenty Four Dollars and Fifty Five Cents ($7,946,624.55) (the “Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on D Amount”). On the Closing Date, one or more term loans (eachi) the Xxxxx Term Loan D Lender shall loan to Borrowers an amount equal to the difference between (x) the outstanding principal of, a and accrued and capitalized interest on, the Original Term Loan D held by the Original Xxxxx Term Loan D Lender and (y) the Original Xxxxx Term Loan D Lender’s portion of the Original Term Loan D Payment Amount, which difference shall be in the original principal amount of Five Hundred Forty Eight Thousand Eight Hundred Dollars and Four Cents ($548,800.04) (the “Xxxxx Closing Date Term LoanLoan D Amount”), and (ii) to each Term Loan D Lender (other than the Borrower Original Xxxxx Term Loan D Lender) shall exchange its portion of the Closing Date Term Loan D Amount (other than the Xxxxx Closing Date Term Loan D Amount) for the Term Loan D under this Agreement, in an aggregate the principal amount not to exceed of such Term Loan D Lender’s portion of the amount Closing Date Term Loan D Amount, which amounts shall be set forth opposite such next to each Term Loan D Lender’s name in Schedule A-1 under the heading “Closing Date A hereto. The Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof D is not a revolving credit facility and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborroweddrawn, repaid and redrawn and any repayments or prepayments of principal on the Term Loan D shall permanently reduce the Term Loan D. The obligations of Term Loan D Lenders hereunder are several and not joint or joint and several.

Term Loans. (i) Subject to the terms and conditions hereofset forth herein, (x) each Lender holding a Closing Date the Lenders will make advances of their respective Initial Term Loan Commitment severally agrees to make, in Dollars, in Percentages of a single draw on term loan (the Closing Date, one or more term loans (each, a “Closing Date Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Initial Term Loan Commitment”, which Initial Term Loan will be disbursed to the Borrower in Dollars in a single advance on the Closing Date. The Initial Term Loan may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as such amount the Borrower may request. Amounts repaid on the Initial Term Loan may not be adjusted or reduced pursuant reborrowed. Immediately prior to the terms hereof and (y) each Lender holding a Delayed Draw Fourth Amendment Effective Date, the Initial Term Loan Commitment severally agrees to makeOutstanding Amount was $72,000,000. On the Fourth Amendment Effective Date, in Dollars, from time to time during the Delayed Draw remaining portion of the Initial Term Loan Commitment PeriodOutstanding Amount, after giving effect to the Fourth Amendment Replacement Transaction ($12,000,000), will be reallocated to the Revolving Commitments and be deemed to be a portion of the Outstanding Amount of the Revolving Loans from and after the Fourth Amendment Effective Date, subject to any Borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be, occurring after the Fourth Amendment Effective Date in accordance with the terms of this Agreement (the “Fourth Amendment Reallocation Transaction”). For the avoidance of doubt, on the Fourth Amendment Effective Date, the Initial Term Loan shall be deemed to be paid in full and discharged. (ii) Subject to the terms and conditions hereofset forth herein, delayed draw the Lenders will make advances of their respective Fourth Amendment Replacement Term Loan Commitment Percentages of a term loans on no more than two occasions loan (each, a the “Delayed Draw Fourth Amendment Replacement Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Fourth Amendment Replacement Term Loan Commitment, which Fourth Amendment Replacement Term Loan will be deemed to be disbursed to the Borrower in Dollars in a single advance on the Fourth Amendment Effective Date and will replace the Initial Term Loan through a “cashless roll” of the Initial Term Loan. In connection with the deemed disbursement of the Fourth Amendment Replacement Term Loan on the Fourth Amendment Effective Date, $60,000,000 of the Initial Term Loan Outstanding Amount will be deemed to be the Outstanding Amount of the Fourth Amendment Replacement Term Loan from and after the Fourth Amendment Effective Date, subject to the prepayment or repayment of such Outstanding Amount after the Fourth Amendment Effective Date in accordance with the terms of this Agreement (the “Fourth Amendment Replacement Transaction”). The Fourth Amendment Replacement Term Loan may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as such amount the Borrower may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing request. Amounts repaid on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Fourth Amendment Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to the terms and conditions hereofset forth herein, each Term Lender severally agrees to make a Term Loan to the U.S. Borrower in Dollars on the Closing Date in a principal amount not exceeding its Term Commitment. The Term Borrowing shall be made from the several Term Lenders ratably in proportion to their respective Term Commitments. The Term Commitments are not revolving in nature, and amounts repaid or prepaid prior to the Term Loan Maturity Date may not be reborrowed. Any Term Commitments not funded on the Closing Date will be terminated. (ii) Subject to the terms and conditions set forth herein, (x) each the Additional Tranche 1 Term Lender holding agrees to make a Closing Date Term Loan Commitment severally agrees to make, the U.S. Borrower in Dollars, Dollars on the Amendment No. 1 Effective Date in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed exceeding its Additional Tranche 1 Term Commitment (the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Committed Tranche 1 Term Loan,” and together with each Term Loan Commitment”, as such amount may be adjusted or reduced converted from a Converted Term Loan pursuant to the terms hereof clause (y) below, athe “Tranche 1 Term LoanLoans”) and (y) each Lender holding a Delayed Draw Converted Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw of each Amendment No. 1 Consenting Lender shall be converted into a Tranche 1 Term Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term Loan immediately prior to such conversion. The Additional Tranche 1 Term Commitment Periodis not revolving in nature, subject and amounts of the Amendment No. 1 Tranche 1 Term Loans repaid or prepaid prior to the Term Loan Maturity Date may not be reborrowed. Any Additional Tranche 1 Term Commitment not funded on the Amendment No. 1 Effective Date will be terminated. (iii) Subject to the terms and conditions hereofset forth herein, delayed draw term loans on no more than two occasions (each, the Amendment Xx. 0 Xxxxxxxxxxx Xxxxxxx 0 Xxxx Xxxxxx agrees to make a “Delayed Draw Term Loan”) Loan to the U.S. Borrower in an aggregate Dollars on the Amendment No. 2 Effective Date in a principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw exceeding its Amendment No. 2 Incremental Tranche 2 Term Loan CommitmentCommitment (the “Amendment No. 2 Incremental Tranche 2 Term Loan” and, together with the Amendment No. 2 Tranche 2 Term Loans, the “Tranche 2 Term Loans”). The Amendment No. 2 Incremental Tranche 2 Term Loan Commitment is not revolving in nature, as such amount and amounts of Amendment No. 2 Incremental Tranche 2 Term Loans repaid or prepaid prior to the Term Loan Maturity Date may not be adjusted or reduced pursuant reborrowed. Any Amendment No. 2 Incremental Tranche 2 Term Loan Commitment not funded on the Amendment No. 2 Effective Date will be terminated. (iv) Subject to the terms and conditions hereof. (ii) The Term Loansset forth herein, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or the Additional Tranche 2 Term Lender agrees to make a Term Loan to the U.S. Borrower in Dollars on the Amendment No. 2 Effective Date in a principal amount not exceeding its Additional Tranche 2 Term Commitment (the “Committed Tranche 2 Term Loan,” and together with each Term Loan converted from an Amendment No. 2 Converted Term Loan pursuant to clause (y) Eurocurrency Loans with below, each an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii“Amendment No. 2 Tranche 2 Term Loan”) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw each Amendment No. 2 Converted Term Loan Commitment of each Amendment No. 2 Consenting Lender shall be converted into a Tranche 2 Term Loan of such Lender on effective as of the Closing Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Lender’s Amendment No. 2 Converted Term Loan immediately prior to such conversion. The Additional Tranche 2 Term Commitment is not revolving in nature, and (C) in amounts of the case of Delayed Draw Tranche 2 Term Loans made in any borrowing after repaid or prepaid prior to the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder Maturity Date may not be reborrowed. Any Additional Tranche 2 Term Commitment not funded on the Amendment No. 2 Effective Date will be terminated.

Term Loans. (ia) Subject to The parties hereto agree that, in connection with the terms amendment and conditions hereof, (x) each Lender holding a Closing Date restatement of the Existing Term Loan Commitment severally agrees to makeCredit Agreement as contemplated hereby, additional term loans will be made, and Loans under (and as defined in) the Existing Term Loan Credit Agreement (the “Existing Term Loans”) will be repaid, in Dollars, in a single draw each case on the Closing Restatement Effective Date, one or more term loans as necessary so that, after giving effect thereto, the only Lenders under (each, a and as defined in) the Restated Term Loan Credit Agreement will be the Persons identified on Schedule 2.01 hereto (the “Closing Date Term LoanLenders”) to and each such Term Lender’s outstanding Loans under (and as defined in) the Borrower Restated Term Loan Credit Agreement (the “Term Loans”) as of the Restatement Effective Date shall be in an the aggregate principal amount not to exceed the amount set forth opposite with respect to such Term Lender on Schedule 2.01 hereto (such amount being such Term Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan CommitmentAmount”, as such amount may be adjusted or reduced pursuant ). (b) To give effect to the terms hereof and (y) foregoing, each Term Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Periodagrees, subject to the terms and conditions hereofset forth herein, delayed draw term loans on no more than two occasions (each, to make a “Delayed Draw Term Loan”) Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount not equal to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw excess, if any, of its Term Loan Commitment”Amount over the aggregate principal amount of Existing Term Loans, if any, of such Term Lender then outstanding. The proceeds of such Term Loans shall be (i) first, applied to repay all Existing Term Loans outstanding on the Restatement Effective Date, other than Existing Term Loans of any Term Lender not exceeding such Term Lender’s Term Loan Amount, and (ii) second, to the extent of excess proceeds, made available to the Borrower for purposes permitted by the Restated Term Loan Credit Agreement. (c) On the Restatement Effective Date, the Borrower agrees (i) to pay all fees, interest and other amounts (other than principal of Existing Term Loans) accrued and owing to the Lenders under (and as such defined in) the Existing Term Loan Credit Agreement and (ii) to prepay the principal amount may of all outstanding Existing Term Loans required to be adjusted or reduced prepaid pursuant to the terms foregoing provisions of this Section, which may be financed with Term Loans made as provided in paragraph (b) above. (d) The provisions of Sections 2.02, 2.03 and conditions hereof2.04 of the Restated Term Loan Credit Agreement shall apply, mutatis mutandis, for all purposes of the Term Loans to be made on the Restatement Effective Date pursuant to paragraph (b) above, except as otherwise required by this Section. (e) Each of the parties hereto hereby waives the provisions of Sections 2.08 and 2.15 of the Existing Term Loan Credit Agreement to the extent, but only to the extent, necessary to permit the prepayment of Existing Term Loans as contemplated in Section 3(b) hereof without prepaying pro rata the other Existing Term Loans outstanding. (f) Term Loans made on the Restatement Effective Date as contemplated by Section 3(b) hereof shall be made as Eurodollar Loans pursuant to a single Eurodollar Borrowing (the “Interim Eurodollar Borrowing”) with an Interest Period commencing on the Restatement Effective Date and ending on the last day of the Interest Period then in effect for the Eurodollar Borrowing then outstanding under the Existing Term Loan Credit Agreement (or, if there is more than one such outstanding Eurodollar Borrowing, the outstanding Eurodollar Borrowing with the Interest Period ending on the earliest date after the Restatement Effective Date). It is understood that the Interim Eurodollar Borrowing will result in Borrowings outstanding under the Restated Term Loan Credit Agreement in which the Term Lenders do not participate ratably. Accordingly the parties hereto agree that, notwithstanding any provisions of the Restated Term Loan Credit Agreement to the contrary: (i) Until such time as the Term Lenders participate ratably in all outstanding Borrowings under the Restated Term Loan Credit Agreement, any payment of principal of any Borrowing or Borrowings thereunder shall be made in a manner that results in each Term Lender receiving a pro rata share of such payment in proportion to its share of the total principal amount of the outstanding Term Loans. (ii) The Term Loans, except as hereinafter provided, shall, at On the option last day of the BorrowerInterest Period for the Interim Eurodollar Borrowing (or on any earlier date on which the Borrower elects, be incurred and maintained aspursuant to Section 2.05 of the Restated Term Loan Credit Agreement, and/or converted into, ABR Loans to convert any outstanding Borrowing to a different Type or Eurocurrency Loans; provided that unless to change the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one monthany outstanding Eurodollar Borrowing), with the first Borrower shall take such Interest Period commencing on the first day action as shall be necessary under Section 2.05 of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Restated Term Loan Commitment of Credit Agreement so that, on and after such date, each Term Lender and (y) participates ratably in all outstanding Borrowings under the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Restated Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedCredit Agreement.

Term Loans. (ia) Subject to On the terms and subject to the conditions hereofset forth in this Agreement, (x) and provided there does not then exist a Default or an Event of Default, each Lender holding a Closing Date Term Loan Commitment Lender, severally and for itself alone, agrees to make, in Dollars, in a single draw on the Closing Date, make one or more term loans in such Lender’s Pro Rata Share of such aggregate amounts as Borrower may request from Administrative Agent (each, such term loans collectively called “Term Loans” and individually called a “Closing Date Term Loan”) to Borrower from time to time on and after the Closing Date and prior to the Credit Termination Date, so long as the aggregate amount of Term Loans outstanding at any time to Borrower does not exceed the Maximum Term Facility; provided, however, that each Term Loan used for an Acquisition shall be limited to 2.25 multiplied by the target Seller’s Adjusted EBITDA for the most recent twelve-month period for which financial statements are available. As scheduled payments of principal are made in immediately available funds by Borrower pursuant to Section 2.3(b) or Section 2.16 hereof, Borrower shall have the right to reborrow any of the Term Loans (subject to Section 3.4 hereof) in an amount equal to the aggregate amount of principal payments made by Borrower pursuant to Section 2.3(b) and Section 2.16 hereof, but in no event shall the aggregate principal amount not to of all Term Loans (whether initial borrowings or reborrowings) outstanding at any time exceed the amount Maximum Term Facility; provided, however, that it shall be a condition precedent to any reborrowing that as of the Reborrowing Date all of the conditions to borrowing set forth opposite in Sections 5.1 and 5.3 of this Agreement shall be satisfied and all representations and warranties made herein shall be true and correct in all material respects as of such Lender’s name Reborrowing Date (unless such representation or warranty is made as of an earlier date, in Schedule A-1 under which case it shall be true and correct in all material respects as of such earlier date). Lenders commitment hereunder to make Term Loans is hereinafter called the heading “Closing Date Term Loan Commitment”, as such . The initial amount may be adjusted or reduced pursuant of each Lender’s commitment to the terms hereof and (y) each make Term Loans is set forth on Annex A attached hereto. The failure of any Lender holding to make a Delayed Draw requested Term Loan Commitment severally agrees on any date shall not relieve any other Lender of its obligation to make, in Dollars, from time to time during the Delayed Draw make a Term Loan Commitment Periodon such date, subject but no Lender shall be responsible for the failure of any other Lender to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw make any Term Loan Commitment”, as to be made by such amount may be adjusted or reduced pursuant to the terms and conditions hereofother Lender. (iib) The Term Loans, except as hereinafter provided, shall, at the option principal balance of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during amortized over five (A5) the first week following the Closing Date as ABR Loans years and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one monthjointly and severally repaid by Borrower in consecutive monthly installments, with the first such Interest Period commencing each payable on the first day of each calendar month, commencing on July 1, 2010, equal to one sixtieth (1/60th) of the period described principal outstanding as of June 30, 2010 plus 1/60th of any additional Term Loans thereafter made hereunder, plus accrued interest. Interest payments shall be made in this clause (B)accordance with Section 2.8 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loans, together with interest accrued thereon, payable on the Credit Termination Date. Interest payments on the Term Loans shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loans. Upon maturity, the outstanding principal balance of the Term Loans shall be immediately due and payable, together with any remaining accrued interest thereon, to Administrative Agent for the pro rata benefit of Lenders by Borrower. As between Lenders, each Lender shall receive such Lender’s Pro Rata Share of the amount of each installment paid on the applicable Term Loans. (iiic) The Term Loans shall be made evidenced by each such Lender in an aggregate principal amount which a separate promissory note (x) in hereinafter, as the case of Closing Date Term Loanssame may be amended, does not exceed restated, modified or supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the Closing Date “Term Loan Commitment of such Lender Notes”), duly executed and (y) delivered by Borrower, in the case of Delayed Draw Term Loans made on form and substance reasonably satisfactory to Administrative Agent and Lenders, with appropriate insertions, dated the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y)jointly and severally payable to each Lender, does not exceed the Delayed Draw Term Loan Commitment of respectively (and such Lender on the Closing Date and (CLender’s permitted registered assigns) in the case principal amount equal to such Lender’s Pro Rata Share of Delayed Draw the Maximum Term Loans made in any borrowing after the Closing DateFacility. THE PROVISIONS OF THE TERM LOAN NOTES NOTWITHSTANDING, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedTHE PRINCIPAL AMOUNT OF THE TERM LOANS TOGETHER WITH ANY REMAINING ACCRUED INTEREST THEREON SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON THE 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 OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loans. (ia) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date Tranche B Dollar Term Loan Commitment Lender severally agrees to make, in Dollars, Dollars in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Tranche B Dollar Term Loan”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 A under the heading “Closing Date Tranche B Dollar Term Loan Commitment”, as such amount . The Tranche B Dollar Term Loans may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during be (x) Eurocurrency Loans in Dollars, (y) ABR Loans in Dollars or (z) a combination thereof, as determined by the Delayed Draw Parent Borrower and notified to the Administrative Agent in accordance with subsections 2.7 and 4.2. The portion of each Tranche B Dollar Term Loan Lender’s Tranche B Dollar Term Loan Commitment Period, subject which is not utilized on the Closing Date shall be automatically and permanently cancelled. (b) Subject to the terms and conditions hereof, delayed each Tranche B Euro Term Loan Lender severally agrees to make, in Euros in a single draw on the Closing Date, one or more term loans on no more than two occasions (each, a “Delayed Draw Tranche B Euro Term Loan” and, together with the Tranche B Dollar Term Loans, the “Tranche B Term Loans”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lenderLender’s name in Schedule A-2 A under the heading “Delayed Draw Tranche B Euro Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) . The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Tranche B Euro Term Loans shall will be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period in Euros. The portion of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The each Tranche B Euro Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Loan Lender’s Tranche B Euro Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does which is not exceed the Delayed Draw Term Loan Commitment of such Lender utilized on the Closing Date shall be automatically and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedpermanently cancelled.

Term Loans. (ia) Loan Commitments. Subject to the terms and conditions hereof, , (xi) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, x) a “Closing Date U.S. Tranche A Term Loan”) Loan to the U.S. Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date U.S. Tranche A Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof Commitment and (y) a Foreign Tranche A Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche A Term Loan Commitment; and (ii) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw (x) a U.S. Tranche B Term Loans made under subsection 2.1(a)(i)(y), does not exceed Loan to the Delayed Draw U.S. Borrower in an amount equal to such Lender’s U.S. Tranche B Term Loan Commitment and (y) a Foreign Tranche B Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche B Term Loan Commitment. the Borrowers may make only one borrowing under each of such Lender the Tranche A Term Loan Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche A Term Loan Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date and (C) in after giving effect to the case funding of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw such Lender’s Tranche A Term Loan Commitment of Commitments and Tranche B Term Loan Commitments on such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborroweddate.

Term Loans. (ia) Term Loan A. Borrowers are assuming the Xxxxxxxx BMO Loan on the date hereof. The Xxxxxxxx BMO Loan shall be Term Loan A under this Agreement, shall be governed by this Agreement and shall be evidenced by Term Note A. Each Borrower promises to pay Term Note A as provided in Term Note A. At Lender’s sole option, payments due under Term Note A shall be debited to Borrowers’ loan account ledger for the Revolving Credit Facility or debited against any Borrower’s commercial demand account maintained with Lender. Amounts repaid on Term Note A may not be reborrowed. (b) Term Loan B. Subject to the terms terms, conditions and conditions limitations hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees will lend to make, in Dollars, in a single draw on Borrower the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof of Six Hundred Thirty Two Thousand and 00/100 Dollars (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) $632,000.00). The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans loan so made shall be maintained during evidenced by Term Note B. Each Borrower promises to pay to Lender the outstanding principal and accrued and unpaid interest under Term Note B as follows: (Aa) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of each month, a payment in the period described in this clause amount of $5,267.00 principal plus all accrued and unpaid interest, and (B). (iiib) The a final payment of all outstanding principal and interest on the Termination Date for Term Loans Note B. At Lender’s sole option, payments due under Term Note B shall be made by each such Lender in an aggregate principal amount which (x) in debited to Borrowers’ loan account ledger for the case of Closing Date Revolving Credit Facility or debited against any Borrower’s commercial demand account maintained with Lender. Amounts repaid on Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder Note B may not be reborrowed.” (c) Use of Proceeds of Term Loans. Borrowers shall use proceeds of the Term Loans to purchase the real estate of Xxxxxxxx Enterprises LLC.”

Term Loans. (i) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, Bank has heretofore made one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not of $500,000 (the “Term Loans A”). The proceeds of the Term Loans A shall be used for general working capital purposes and for capital expenditures. Subject to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to upon the terms and conditions hereofof this Agreement, delayed draw Bank agrees to make one (1) term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) loan to the Borrower in an aggregate principal amount not to exceed of One Million Dollars ($1,000,000) (the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan CommitmentB”, as such amount may and together with the Term Loans A, each a “Term Loan” and collectively the “Term Loans”). The proceeds of the Term Loan B shall be adjusted or reduced pursuant used to the terms fund expenses related to Borrower’s initial public offering and conditions hereoffor general working capital purposes. (ii) The Interest shall accrue from the date of each Term Loans, except as hereinafter provided, shall, Loan at the option rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly beginning on the [ ] day of the Borrowermonth next following the Term Loan B, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless continuing on the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date same day of each month thereafter. Any Term Loans that are outstanding on the Interest-Only End Date shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafterpayable in 24 equal monthly installments of principal, until plus all accrued interest, beginning on the date that is 90 days one month immediately following the Closing Interest-Only End Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be maintained as (x) ABR Loans immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan without penalty or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)premium. (iii) The Borrower hereby requests that Bank make the Term Loans Loan B on October [ ], 2013 or as soon as practicable thereafter. To document this request, Borrower shall deliver to Bank (which notice shall be made irrevocable) by each facsimile transmission to be received no later than 3:30 p.m. Eastern time on such Lender in an aggregate principal amount which (x) date a notice substantially in the case form of Closing Date Term LoansExhibit C. The notice shall be signed by an Authorized Officer. 3) Section 4.1 of the Agreement is hereby amended and restated, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.as follows:

Term Loans. (ia) Subject to On the Closing Date, each Initial Term Lender that has an Initial Term Commitment severally, and not jointly, agrees, on the terms and conditions hereofset forth in this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more make term loans denominated in Dollars (each, a each an “Closing Date Initial Term Loan”) to the Borrower in an aggregate principal amount pursuant to such Initial Term Lender’s Initial Term Commitment. The Initial Term Loans shall not to exceed (A) for any Initial Term Lender at the time of incurrence thereof the amount set forth opposite of such Initial Term Lender’s name Initial Term Commitment and (B) for all the Initial Term Lenders at the time of incurrence thereof the aggregate amount of the Initial Term Commitments of all Initial Term Lenders. The Initial Term Loans to be made by each Initial Term Lender will be made by such Initial Term Lender in Schedule A-1 under the heading “aggregate amount of its Initial Term Commitment in accordance with Section 2.07 hereof. (b) On one single occasion, during the period commencing on the day after the Closing Date and until the Delayed Draw Commitment Termination Date, each Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding that has a Delayed Draw Term Loan Commitment severally agrees to makeseverally, in Dollarsand not jointly, from time to time during the Delayed Draw Term Loan Commitment Periodagrees, subject to on the terms and conditions hereofset forth in this Agreement, delayed draw to make term loans on no more than two occasions denominated in Dollars (each, each a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not pursuant to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Lender’s Delayed Draw Term Commitment”. The Delayed Draw Term Loans shall not exceed (A) for any Delayed Draw Term Lender at the time of incurrence thereof the amount of such Delayed Draw Term Lender’s Delayed Draw Term Commitment and (B) for all the Delayed Draw Term Lenders at the time of incurrence thereof the aggregate amount of the Delayed Draw Term Commitments of all Delayed Draw Term Lenders. All Delayed Draw Commitments shall terminate and be permanently reduced to zero immediately and without further action upon the initial funding thereof (whether or not fully funded) and, as such amount may be adjusted or reduced pursuant to the terms extent earlier, on the Delayed Draw Commitment Termination Date (whether or not so funded). Voluntary reductions of the Delayed Draw Term Commitments shall not be permitted at any time prior to the Delayed Draw Commitment Termination Date. All Delayed Draw Term Loans and conditions hereofInitial Term Loans shall be fungible with each other. (iic) The With respect to all Term Loans, such Term Loans (i) once prepaid or repaid, may not be reborrowed; (ii) may, except as hereinafter provided, shallset forth herein, at the option of the Borrower, Borrower be incurred and maintained as, and/or converted or Converted into, ABR Term Loans that are Base Rate Loans or Eurocurrency LoansLoans denominated in Dollars; provided provided, that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date made as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day part of the period described in this clause (B). same Borrowing shall consist of Term Loans of the same Type; and (iii) The Term Loans shall be made by each such Lender repaid in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated accordance with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(ySection 2.13(b), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms and conditions hereofof this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, (x) each Lender holding a Closing Date however, that the Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and (ii) not less than $5,000,000; provided, further, that the Borrower shall not be entitled to exceed request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any time. For purposes of the amount set forth opposite foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender, prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s name share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof accordance with Section 2.03 and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to makemay, in Dollarsreliance upon such assumption, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) make available to the Borrower a corresponding amount. In such event, if a Lender has not in an aggregate principal amount not to exceed fact made its share of the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant applicable Borrowing available to the terms Administrative Agent, then the applicable Lender and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless Borrower severally agree to pay to the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurredforthwith on demand such corresponding amount with interest thereon, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans for each day from and (B) thereafter, until including the date that such amount is 90 days following made available to the Closing DateBorrower to but excluding the date of payment to the Administrative Agent, shall be maintained as at (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (xi) in the case of Closing Date Term Loansa payment to be made by such Lender, does not exceed the Closing Date Term Loan Commitment greater of such Lender the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (yii) in the case of Delayed Draw a payment to be made by the Borrower, the interest rate applicable to ABR Term Loans made on Loans. If the Closing DateBorrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y)the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, does not exceed then the Delayed Draw amount so paid shall constitute such Lender’s Term Loan Commitment of included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender on that shall have failed to make such payment to the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedAdministrative Agent.

Term Loans. (ia) Subject to the terms and conditions hereofconditions, and relying upon the representations and warranties, set forth herein, the Bank agrees to make loans (xindividually, a "Term Loan" and, collectively, the "Term Loans") each Lender holding a to the Co-Borrowers at any time and from time to time on and after the Closing Date and until the Term Loan Commitment severally agrees to makeTermination Date or until the Term Loan Commitment shall have been terminated in accordance with the terms hereof (the "Availability Period"), in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed in excess of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”. Within the foregoing limits, the Co-Borrowers may borrow during the Availability Period subject to the terms, provisions and limitations set forth herein. The Term Loan Commitment shall automatically terminate on the Term Loan Commitment Termination Date. (b) The initial Term Loan by the Bank shall be made against delivery to the Bank of a Term Note, payable to the order of the Bank, as such amount may referred to in Section 2.05. Each Term Loan shall be adjusted a Prime Rate Loan or reduced a LIBOR Loan. The Co-Borrowers shall deliver to the Bank a completed Notice of Borrowing for each Prime Rate Loan no later than 11:00 a.m., New York City time, on the date of each proposed borrowing of a Prime Rate Loan under this Section 2.04, and for each LIBOR Loan, no later than 11:00 a.m. three (3) Business Day prior to the date of each proposed borrowing of a LIBOR Loan under this Section 2.04. The Bank will make available each requested Term Loan to the Co-Borrowers by crediting the proceeds thereof into an account of the Co-Borrowers specified in the Notice of Borrowing at the Payment Office. Each borrowing pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower shall be in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following lesser of (x) $50,000 or whole multiples thereof, and (y) the Closing Date as ABR Loans Available Term Loan Commitment, with respect to Prime Rate Loans, and (B) thereafter, until the date that is 90 days following the Closing Date, at least $250,000 with respect to LIBOR Loans. Such notice shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an irrevocable and shall specify the amount and Type of Term Loan, and if applicable, the requested Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)respect thereto. (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally Bank agrees to makemake Term Loans to Borrower in two tranches, Tranche A and Tranche B. Bank agrees to make a term loan to Borrower in Dollars, in a single draw on an amount equal to $5,000,000 (the Closing Date, one or more term loans (each, a “Closing Date Tranche A Term Loan”) on the Closing Date or as soon thereafter as all conditions precedent to the making thereof have been met. Upon Borrower’s receipt of no less than $20,000,000 in gross cash proceeds from either (i) an IPO, (ii) the sale or issuance of Borrower’s equity securities, or (iii) a Corporate Partnership (the “Tranche B Conditions”), Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and $5,000,000 (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Tranche B Term Loan”, collectively the “Tranche B Term Loans”, and together with the Tranche A Term Loan, the “Term Loans”) through the Availability End Date. The proceeds of the Term Loans shall be used to supplement the growth capital needs of the Borrower and for general corporate purposes and working capital needs. The Term Loans shall not exceed $10,000,000 in an aggregate total principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofamount. (ii) The 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 shall be payable monthly in arrears beginning on the first date of the month next following the date such Term Loan was funded, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on April 1, 2014 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, except as hereinafter providedonce repaid, shall, at the option of the Borrower, may not be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date reborrowed. Borrower may prepay any Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans without penalty or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)premium. (iii) The Other than the Tranche A Term Loans Loan, when Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be made irrevocable) by each such Lender in an aggregate principal amount facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which (x) the Term Loan is to be made. Such notice shall be substantially in the case form of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not Exhibit C. The notice shall be reborrowedsigned by an Authorized Officer.

Term Loans. (i) Subject to the terms and conditions hereofset forth herein (including Section 5.02), each Tranche B Term Loan Lender agrees to make a single Tranche B Term Loan to the Borrower, on the Fifth Restatement Effective Date, in a principal amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Notwithstanding the foregoing, subject to the consent of the Borrower and the Administrative Agent, each Existing Tranche B Term Loan Lender may elect to continue its Existing Tranche B Term Loan as a Tranche B Term Loan under this Agreement by indicating such an election on a Term Loan Lender Addendum delivered to the Administrative Agent on or prior to the Fifth Restatement Effective Date. All such continuations shall be deemed to be part of the Borrowing of Tranche B Term Loans on the Fifth Restatement Effective Date for all purposes hereunder. Amounts repaid or prepaid in respect of Tranche B Term Loans may not be reborrowed. (xii) Subject to the terms and conditions set forth herein (including Section 5.02), each Fifth Restatement Effective Date Tranche A Term Loan Lender holding agrees to make a Closing single Fifth Restatement Effective Date Tranche A Term Loan to the Borrower, on the Fifth Restatement Effective Date, in a principal amount equal to such Fifth Restatement Effective Date Tranche A Term Loan Lender’s Fifth Restatement Effective Date Tranche A Term Loan Commitment. Notwithstanding the foregoing, subject to the consent of the Borrower and the Administrative Agent, each Existing Tranche A Term Loan Lender may elect to continue its Existing Tranche A Term Loan as a Fifth Restatement Effective Date Tranche A Term Loan under this Agreement by indicating such an election on a Term Loan Lender Addendum delivered to the Administrative Agent on or prior to the Fifth Restatement Effective Date. All such continuations shall be deemed to be part of the Borrowing of Fifth Restatement Effective Date Tranche A Term Loans on the Fifth Restatement Effective Date for all purposes hereunder. (iii) Subject to the terms and conditions set forth herein (including Section 5.02), each Delayed Draw Tranche A Term Loan Lender agrees to make a Delayed Draw Tranche A Term Loan to the Borrower, on up to four occasions during the Delayed Draw Tranche A Term Loan Commitment severally agrees to makePeriod, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Delayed Draw Tranche A Term Loan Lender’s name in Schedule A-1 under the heading “Closing Date Delayed Draw Tranche A Term Loan Commitment”, as such amount . Amounts repaid or prepaid in respect of Tranche A Term Loans may not be adjusted or reduced pursuant to the terms hereof and reborrowed. (yiv) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject Subject to the terms and conditions hereofset forth herein (including Section 5.02), delayed draw term loans on no more than two occasions each Incremental Tranche B-1 Term Loan Lender agrees to make (each, a) a “Delayed Draw single Incremental Tranche B-1 Term Loan”) Loan to the Borrower Borrower, on the Sixth Restatement Effective Date or (b) a single New Incremental Tranche B-1 Term Loan on the Incremental Loan Amendment No. 1 Effective Date, in an aggregate each case, in a principal amount not equal to exceed the amount set forth opposite such lenderIncremental Tranche B-1 Term Loan Lender’s name in Schedule A-2 under the heading “Delayed Draw Incremental Tranche B-1 Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) . The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Incremental Tranche B-1 Term Loans shall be maintained during (A) “Loans”, “Term Loans” and “Incremental Loans” for all purposes of this Agreement and the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans other Loan Documents. Amounts repaid or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day prepaid in respect of the period described in this clause (B). (iii) The Incremental Tranche B-1 Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject Prior to the terms Termination Date and conditions hereofonly in the absence of a Default or an Event of Default, Borrower shall have the option (x) each Lender holding a Closing Date the “Term Loan Commitment severally agrees Option”) to makeconvert any Facility B Loan to a term loan (“Term Loan”) on the final Interest Payment Date with respect to such Facility B Loan. Borrower shall pay to Lenders a fee of one percent (1%) based on the amount of any and all Facility B Loans for which the Term Out option is exercised. Each Term Loan shall be repaid in 60 equal consecutive monthly principal payments, plus interest, calculated on the basis of 10-year amortization, with all remaining principal and interest to be due on the sixtieth (60th) and final Installment Payment Date; provided, that no Term Loan may extend beyond the useful economic life for the Borrower’s trade of the Vessels identified to such Term Loan as determined by an Appraiser. Unless Lenders may otherwise agree and except as provided in the next sentence, interest on any termed-out Facility B Loan shall accrue at the LIBOR Rate. Lenders will make a fixed-rate option available for any Term Loan upon request of Borrower, such rate shall be based on Lenders’ sole judgment of the then-current market conditions and financial performance of Borrower and Guarantors; provided, however, that Borrower will also be permitted to swap Lenders’ existing variable rate to a fixed rate with another lending institution. All documentation reflecting such Term Loan must be satisfactory to Lenders and their counsel and all fees, including legal fees and expenses, and expenses attendant thereon shall be paid by Borrower. No Term Loan Option shall be available for any Facility B Loan or aggregation of Facility B Loans of less than $500,000.00. Each Term Loan shall continue to be secured by all Collateral, provided, that, if after the Termination Date there are Term Loans outstanding and no Default or Event of Default is continuing, Lenders shall release Pool Vessels from the Lien of the Mortgage and their Proceeds from the Lien of the Assignments, commencing first with Non-Qualified Vessels, until, in Dollarsthe sole discretion of the Collateral Agent, the Term Loan to Collateral ratio of the Vessels identified to each Term Loan is not greater than 2:3. Borrower shall execute and deliver to Collateral Agent any and all additional documentation, including, without limitation, notes in a single draw on the Closing Date, one or more term loans form of Exhibit C hereto (the “Term Loan Notes” and each, a “Closing Date Term Loan Note”), mortgages, amendments, assignments and other documentation as Collateral Agent may request to reflect such Term Loan”) , at Borrower’s expense, including, without limitation, attorneys’ fees. With respect to the Borrower in an aggregate principal amount any Acquired Vessel not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date tendered as a Pool Vessel, a Term Loan Commitment”, as such amount may be adjusted or reduced pursuant secured by a mortgage on that vessel identified to the terms hereof and (y) each Lender holding such Term Loan; provided, that no Vessel identified to a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofa Pool Vessel. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofset forth in the Original Credit Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans each Lender with a B Term Loan Commitment made B Term Loans (each, a “Closing Date Term Loan”as defined in the Original Credit Agreement) to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under Pro Rata Share of the heading “Closing Date B Term Loan Commitment”Amount. (b) [Reserved]. (c) All principal of, as interest on, and other amounts payable in respect of the 2020 Initial Term Loans shall constitute Obligations. Any principal amount of the 2020 Initial Term Loans that is repaid or prepaid may not be reborrowed. The outstanding unpaid principal balance and all accrued and unpaid interest on the 2020 Initial Term Loans (including, in each case, the unpaid principal balance of any installment due prior to such amount may date) shall be adjusted or reduced pursuant to due and payable on the earlier of (i) the 2020 Initial Term Loan Maturity Date and (ii) the date of the acceleration of the 2020 Initial Term Loans in accordance with the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (iid) The Term LoansAll principal of, except as hereinafter providedinterest on, shall, at the option and other amounts payable in respect of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date 2020 Buyback Term Loans shall be maintained during (A) constitute Obligations. Any principal amount of the first week following the Closing Date as ABR 2020 Buyback Term Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans repaid or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder prepaid may not be reborrowed. The outstanding unpaid principal balance and all accrued and unpaid interest on the 2020 Buyback Term Loans (including, in each case, the unpaid principal balance of any installment due prior to such date) shall be due and payable on the earlier of (i) the 2020 Buyback Term Loan Maturity Date and (ii) the date of the acceleration of the 2020 Buyback Term Loans in accordance with the terms hereof. (e) All principal of, interest on, and other amounts payable in respect of the Other Term Loans of a given Tranche shall constitute Obligations. Any principal amount of the Other Term Loans of a given Tranche that is repaid or prepaid may not be reborrowed. The outstanding unpaid principal balance and all accrued and unpaid interest on the Other Term Loans of a given Tranche shall be due and payable on the earlier of (i) the maturity date for such Tranche of Other Term Loans provided in the Refinancing Amendment or Loan Modification Offer, as applicable, and (ii) the date of the acceleration of the Other Term Loans of such Tranche in accordance with the terms hereof.

Term Loans. (ia) Subject to the terms Each Term Lender, severally and conditions hereofnot jointly, (x) each Lender holding a Closing Date shall make Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) Loans to the Borrower in an aggregate principal amount not to exceed in excess of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”Facility Debt Commitments of such Term Lender, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollarsif any, from time to time during the Delayed Draw Term Loan Commitment PeriodAvailability Period but not more frequently than as permitted under Section 2.03 (Procedures for Requesting Advances); provided that, subject after giving effect to the terms and conditions hereofmaking of any Term Loans, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate outstanding principal amount of all Term Loans shall not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Aggregate Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofFacility Debt Commitments . (iib) The Each Term LoansLoan Borrowing shall be in an amount specified in the relevant Disbursement Request. (c) Except as set forth in clause (d) below, except as hereinafter provided, shall, at the option proceeds of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during deposited into the Construction Account in accordance with Section 4.5(a) (ADisbursements of Senior Debt) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described Common Security and Account Agreement. The Loan Parties shall not request or apply any portion of any Term Loan other than in accordance with Section 2.02(b) (Availability) of this clause Agreement and Sections 2.3 (BDisbursement Procedures), 2.4 (Pro Rata Advances) and 2.6 (Currency) of the Common Terms Agreement and Section 2.07 (Use of Proceeds) of this Agreement. Neither the Term Loan Facility Agent nor the Term Lenders are under any obligation hereunder to inquire into or verify the application of any Term Loan but this does not affect or limit the Loan Party’s obligations hereunder or under the Common Terms Agreement. (iiid) The Proceeds of the Term Loans advanced for the purpose of (i) funding the Senior Debt Service Reserve Account shall be made by each such Lender in an aggregate principal amount which paid into the Senior Debt Service Reserve Account, and (xii) except in the case of Closing Date the Initial Advance, paying interest accruing on the Term Loans and Commitment Fees during the Term Loan Availability Period, as designated in the Disbursement Request, shall be transferred by the Term Loan Facility Agent to the Term Lenders in accordance with Section 10.13(a) (General Provisions as to Payments); provided that such transfer shall occur on the same day that the Term Loan Facility Agent receives such proceeds from the Term Lenders and subject to the Term Loan Facility Agent’s actual receipt of such proceeds in accordance with Section 2.04 (Funding). For the avoidance of doubt, such Advance shall constitute a Term Loan for all purposes under this Agreement and each other Finance Document and shall be treated as received, and accounted for as a Term Loan, by the Borrower. (e) Notwithstanding anything to the contrary in this Section 2.01 (Term Loans), does not exceed proceeds of the Closing Date Term Loan Commitment Initial Advance will be applied in accordance with the Flow of such Lender and Funds Memorandum. (yf) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder repaid or prepaid may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofset forth herein, (x) each Lender holding the Borrower may from time to time, upon written notice to the Bank, convert all or a Closing Date Term Loan Commitment severally agrees portion of the outstanding principal balance of the Line of Credit Note to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”), upon satisfaction of the following conditions: (i) The Borrower shall provide written notice to the Borrower in an aggregate principal amount Bank, not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant less than thirty (30) business days prior to the terms hereof and (y) each Lender holding requested effective date for such conversion of outstanding principal to a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Each such Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans Loan shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period for a principal amount of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)at least $5,000,000.00 but not more than $10,000,000.00. (iii) No Default or Event of Default shall have occurred hereunder and be continuing at the time of such request. (iv) The Borrower shall execute a promissory note (each, as amended, extended or renewed from time to time, a “Term Loans Note”, in the form set forth on Exhibit “D” hereto. The Borrower, its Subsidiaries and the Guarantor shall execute such other documentation as the Bank shall reasonably require in connection with such Term Loan. (v) The Borrower shall pay a fee upon the execution of each Term Note, in an amount reasonably set by the Bank. (vi) The Borrower shall pay all of the Bank’s fees, expenses and costs in connection with the documentation, closing and administration of each Term Loan, including, without limitation, all attorneys fees and costs, documentary stamp taxes and intangible personal property taxes. (b) Each Term Loan shall: (i) be for a term of 24 months; (ii) accrue interest at the rate to be reasonably agreed upon between the Borrower and the Bank; and (iii) be payable in monthly installments of principal plus interest in an amount required to fully amortize the principal amount of such Term Loan over 24 months, commencing on the date of such Term Loan. (c) The Line of Credit shall be made reduced by each such Lender in an aggregate the original principal amount which of each Term Loan, so that, notwithstanding any contrary provision set forth herein, the Outstanding Credit (xas defined herein) in shall not, at any time, exceed $25,000,000. For the case purposes hereof, “Outstanding Credit” shall mean the sum of: (i) the outstanding principal amount under the Line of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender Credit Note; and (yii) in the case aggregate face amount of Delayed Draw all Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedNotes.

Term Loans. (i) Subject The Borrower shall repay to the terms and conditions hereof, Revolver Agent for the ratable account of the Appropriate Lenders (xa) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Datelast Business Day of each March, one or more term loans (eachJune, a “Closing Date Term Loan”) to the Borrower in September and December, commencing with December 31, 2022, an aggregate principal amount not equal to exceed (x) 0.25% of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following outstanding on the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or plus (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day 0.25% of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an initially funded aggregate principal amount of all Closing Date Delayed Draw Term Loans that have been outstanding for at least one full fiscal quarter (in each case, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (xb) in on the case of Maturity Date for the Closing Date Term Loans, does not exceed the aggregate principal amount of all Closing Date Term Loans (including, for the avoidance of doubt, any funded Closing Date Delayed Draw Term Loans) outstanding on such date. In connection with any Incremental Term Loans that constitute part of the same Class as the Closing Date Term Loan Commitment Loans and the Closing Date Delayed Draw Term Loans, the Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Lender Class such that the Term Lenders holding Closing Date Term Loans and (y) in the case of Closing Date Delayed Draw Term Loans made on comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, that if such Incremental Term Loans are to be “fungible” with the Closing Date, when aggregated with all Date Term Loans and the Closing Date Delayed Draw Term Loans made under subsection 2.1(a)(i)(ynotwithstanding any other conditions specified in this Section 2.07(1), does not exceed the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Xxxxxxxx and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans and the Closing Date Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedLoans.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally at any time during the six month period following the Sixth Amendment Date, Borrower may request, and Bank agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans loan cash advances to Borrower (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Two Million Dollars ($2,000,000), with each Term Loan Commitment”, as such in a minimum amount may be adjusted or reduced pursuant to the terms hereof and of at least Five Hundred Thousand Dollars (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof$500,000). (ii) The Interest shall accrue from the date of each Term Loans, except as hereinafter provided, shall, Loan at the option of the Borrowerrate specified in Section 2.3, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) payable monthly on the first week following the Closing Date day of each month so long as ABR Loans and (B) thereafterany Term Loan is outstanding, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, beginning with the first day of the first month following the month in which such Interest Period commencing Term Loan is made. Beginning on the first day of the first month following the first anniversary of the Sixth Amendment Date, and continuing on the first day of each month thereafter for a total period described of thirty six (36) months, Borrower shall make equal monthly payments of principal on account of the aggregate amount of outstanding Term Loans (each a “Scheduled Payment”). On the Term Loan Maturity Date, all amounts owing with respect to such the Term Loans, including all outstanding principal, accrued interest, and Bank Expenses, shall be immediately due and payable. Borrower shall have the option to prepay all or any portion of the Term Loans made by Bank under this Agreement without penalty or premium; any prepayment shall be applied to the Scheduled Payments in this clause (B)reverse order of due date. (iii) The Whenever Borrower desires a Term Loans Loan, Borrower will notify Bank no later than 3:00 p.m. Pacific Time, on the Business Day that is at least one day prior to the date the Term Loan is requested to be made. Each such notification shall be made by each such Lender delivering to Bank a request form in an aggregate principal amount which (x) in substantially the case form of Closing Date Term Loans, does not exceed the Closing Date Exhibit B-1 attached hereto. Bank is authorized to make Term Loan Commitment under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer; and Bank shall be entitled to rely on any notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such Lender and (y) in reliance. Bank will credit the case amount of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans Loan made under this Section 2.1(b) to Borrower’s deposit account. 5. The following is added as a new subsection 2.1(a)(i)(y), does not exceed (ii) to the Delayed Draw Term Loan Commitment end of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.Section 2.3(a):

Term Loans. (ia) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Closing Date Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw which Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof.Loans: (iii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Eurodollar Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B).and (iiiii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Tranche B Initial Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such timeLender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate. (c) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, one or more term loans (each such term loan, a “Tranche B Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Delayed Draw Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Delayed Draw Commitment of such Lender. Once repaid, Tranche B Delayed Draw Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), the Tranche B Delayed Draw Commitment of each Lender shall terminate. (d) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Refinancing Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Effective Date, one or more term loans (each such term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Refinancing Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Refinancing Term Loan Commitment of such Lender. Once repaid, Tranche B Refinancing Term Loans incurred hereunder may not be reborrowed. On the First Incremental Amendment Effective Date (after giving effect to the incurrence of Tranche B Refinancing Term Loans on such date), the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate.

Term Loans. (i) Subject to the terms and conditions hereof, (x) each Each Lender holding having a Closing Date Term Loan Commitment severally agrees (a) to make, in Dollars, in a single draw lend to Borrower on the Closing Date, one or more term loans Date its Pro Rata Share of the aggregate amount of the Initial Term Loan Commitments (each, a which Term Loans are hereinafter sometimes referred to as the “Closing Date Initial Term LoanLoans”) to be used for the purposes identified in subsection 2.5A, (b) to lend to Borrower in an aggregate principal amount not prior to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan A Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in Termination Date an aggregate principal amount not to exceed exceeding its Pro Rata Share of the aggregate amount set forth opposite such lender’s name in Schedule A-2 under of the heading “Delayed Draw Term Loan Commitment”, as such A Commitments to be used for the purposes identified in subsection 2.5B and (c) to lend to Borrower prior to the Delayed Draw Term Loan B Commitment Termination Date an amount may not exceeding its Pro Rata Share of the aggregate amount of the Delayed Draw Term Loan B Commitments to be adjusted or reduced used for the purposes identified in subsection 2.5C. The aggregate original amount of the Initial Term Loan Commitments in respect of Term Loans to be made on the Closing Date pursuant to clause (a) of this subsection 2.1A(i) is $500,000,000, the terms aggregate original amount of Delayed Draw Term Loan A Commitments in respect of Term Loans to be made pursuant to clause (b) of this subsection 2.1A(i) is $175,000,000 and conditions hereof. the aggregate original amount of Delayed Draw Term Loan B Commitments in respect of Term Loans to be made pursuant to clause (iic) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loansthis subsection 2.1A(i) is $200,000,000; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans of Lenders shall be maintained during (A) adjusted to give effect to any assignments of the first week following Term Loans pursuant to subsection 10.1B. Each Lender’s Term Loan Commitment shall expire immediately and without further action on July 26, 2007 if the Closing Date as ABR Initial Term Loans are not made on or before that date, each Lender’s Delayed Draw Term Loan A Commitment shall expire immediately and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing without further action on the first day Delayed Draw Term Loan A Commitment Termination Date if the applicable Term Loans are not made on or before that date and each Lender’s Delayed Draw Term Loan B Commitment shall expire immediately and without further action on the Delayed Draw Term Loan B Commitment Termination Date if the applicable Term Loans are not made on or before that date. The borrowing of the period described in this clause (B). (iii) The Initial Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw . The Term Loans made under pursuant to subsection 2.1(a)(i)(y), does not exceed 2.1A(i)(b) may be borrowed by Borrower at any time in a single borrowing during the period commencing on the Closing Date and ending on the Delayed Draw Term Loan A Commitment of such Lender Termination Date. The Term Loans made pursuant to subsection 2.1A(i)(c) may be borrowed by Borrower at any time in a single borrowing during the period commencing on the Closing Date and (C) in ending on the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan B Commitment of such Lender at such timeTermination Date. Once repaid, Term Loans incurred hereunder borrowed and subsequently repaid or prepaid may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment Lender, severally agrees to makeand not jointly, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollarsshall, from time to time during the Delayed Draw Term Loan Commitment Periodtime, subject make available Advances to the terms and conditions hereof, delayed draw term loans on no more than two occasions Borrowers (each, a an “Delayed Draw Term Loan” and collectively, the “Term Loans”) to the Borrower reimburse Borrowers’ for construction costs incurred in an aggregate principal amount not to exceed the amount set forth opposite connection with a storm and flood control levee at Borrowers’ Pascagoula facility. All such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during in such amounts as are requested by Borrowers, but in no event shall any exceed actual construction costs incurred by Borrowers for completed construction work. The total amount of all Term Loans outstanding hereunder shall not exceed, in the aggregate, the sum of Three Million Dollars (A) $3,000,000). In no event shall any Lender be required to provide more than its Commitment Percentage of any Term Loan. Once repaid Term Loans may not be reborrowed. Borrowers shall submit to Agent any documentation that may be required by Agent to support the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)Advances requested by Borrowers. (iiib) The Advances constituting Term Loans may be made at any time after April 1, 2007 but only after Agent’s receipt of at least a satisfactory draft of Borrowers’ 2006 fiscal year end financial statements from Borrowers’ accountants. No Advances for Term Loans shall be made after December 31, 2007 (the “Borrowing Period”). At the end of the Borrowing Period the sum of the principal of all Term Loans shall amortize on the basis of a sixty month schedule (such amount, the “Amortization Amount”). Commencing on January 1, 2008 and on the first (1st) day of each month thereafter the Amortization Amount shall be paid with the remaining outstanding principal balance plus all accrued but unpaid interest due at the end of the Term. Term Loans shall be evidenced by each such Lender in an aggregate principal amount which one or more secured promissory notes (xcollectively, the “Term Note”) in substantially the case form attached hereto as Exhibit 2.23(b). The Term Loans may consist of Closing Date Domestic Rate Loans or Eurodollar Rate Loans, or a combination thereof, as the Borrowers may request. In the event that the Borrowers desire to obtain or extend a Eurodollar Rate Loan or to convert a Domestic Rate Loan to a Eurodollar Rate Loan, the Borrowers shall comply with the notification requirements set forth in Sections 2.2(b) and (d) and the provisions of Sections 2.2(b) through (h) shall apply, mutatis mutandis. (c) Borrowers and Agent acknowledge that if Borrowers obtain a Bond the proceeds will be used to prepay the Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and .” (yj) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.Section 3.1 is amended to read as follows:

Term Loans. (i) Subject to and upon the terms and conditions hereofherein set forth, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in make a single draw on the Closing Date, one loan or more term loans (each, each such Term Loan a “Closing Date Term Loan” and collectively as the “Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(a) to the Borrower, which Term Loans (i) shall not exceed, for any such Lender, the Term Loan Commitment of such Lender, (ii) shall not exceed, in Schedule A-1 under the heading “Closing Date aggregate, the Total Term Loan Commitment”, as such amount may (iii) shall be adjusted or reduced pursuant to made on the terms hereof and Closing Date, (yiv) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shallmay, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Index Rate Loans or Eurocurrency LIBOR RateTerm SOFR Loans; provided, that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, and (v) may be repaid or prepaid in accordance with the provisions hereof (subject to the Applicable Prepayment Premium), but once repaid or prepaid may not be reborrowed; provided, further, that notwithstanding the foregoing, on and after the Amendment No. 2 Effective Date, “Term Loans” shall include the 2022 Supplemental Term Loans. (ii) At any time during the 2022-I Supplemental DDTL Commitment Period, subject to the terms and conditions set forth in Section 7.02 hereof, each Lender with a 2022-I Supplemental DDTL Commitment severally agrees to make to the Borrower on the 2022-I Supplemental DDTL Funding Date, 2022-I Supplemental DDTLs denominated in Dollars in aggregate amounts requested by the Borrower which (x) are no less than the Minimum 2022 Supplemental DDTL Borrowing Amount with respect to such Borrowing, and (y) notwithstanding the foregoing do not exceed the aggregate unfunded 2022-I Supplemental DDTL Commitments as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined amount of 2022-I Supplemental DDTLs to be funded by any such Lender on such applicable 2022-I Supplemental DDTL Funding Date shall not exceed such Lxxxxx’s unfunded 2022-I Supplemental DDTL Commitment as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided, further, that for the Syndication Date has occurredavoidance of doubt, all Closing Date Term Loans any proposed Borrowing of 2022-I Supplemental DDTLs shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, funded in part with the first such Interest Period commencing 2022-II Supplemental DDTLs, to the extent 2022-II Supplemental DDTL Commitments are available on the first day of the period described proposed 2022-1 Supplemental DDTL Funding Date in this clause (B)accordance with Section 2.07. (iii) The Term Loans shall be made At any time during the 2022-II Supplemental DDTL Commitment Period, subject to the terms and conditions set forth in Section 7.02 hereof, each Lender with a 2022-II Supplemental DDTL Commitment severally agrees to make to the Borrower on the 2022-II Supplemental DDTL Funding Date, 2022-II Supplemental DDTLs denominated in Dollars in aggregate amounts requested by each such Lender in an aggregate principal amount the Borrower which (x) in notwithstanding the case of Closing Date Term Loans, does foregoing do not exceed the Closing Date Term Loan Commitment aggregate unfunded 2022-II Supplemental DDTL Commitments as of such Lender and (y) in 2022-II Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided that the case amount of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of 2022-II Supplemental DDTLs to be funded by any such Lender on the Closing such applicable 2022-II Supplemental DDTL Funding Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does shall not exceed the unused and available Delayed Draw Term Loan such Lender’s unfunded 2022-II Supplemental DDTL Commitment as of such Lender at 2022-II Supplemental DDTL Funding Date immediately prior to giving effect to such time. Once repaidBorrowing; provided, Term Loans incurred hereunder may not further, that for the avoidance of doubt, any proposed Borrowing of 2022-II Supplemental DDTLs shall be reborrowedfunded in part with the 2022-I Supplemental DDTLs, to the extent 2022-II Supplemental DDTL Commitments are available on the proposed 2022-II Supplemental DDTL Funding Date in accordance with Section 2.07.

Term Loans. (ia) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a an “Closing Date Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such LenderXxxxxx’s name in Schedule A-1 A under the heading “Closing Date Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw which Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof.Loans: (iii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Eurodollar Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B).1003003016v2 #895889271003585382v58 (iiiii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Initial Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such timeLender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Xxxxxx’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Initial Term Loan Commitment of such Lender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate.

Term Loans. Prior to the Second Amendment Effective Date, each Bank made a term loan to the Borrowers, jointly and severally, in the amount of its Term Loan Commitment (i) Subject as it existed prior to the date of this Agreement), which term loans were in the original aggregate principal balance of $85,000,000 and which term loans had an outstanding principal balance of $79,750,000 immediately prior to the Second Amendment Effective Date, which term loans shall be continued as a portion of the Term Loan outstanding immediately after the Second Amendment Effective Date (each, an “Existing Term Loan” and collectively, the “Existing Term Loans”). Upon the Second Amendment Effective Date, each Bank will make an additional term loan to the Borrowers, jointly and severally, in the amount of such Bank’s Term Loan Percentage of $10,000,000 (each being an “Increased Term Loan” and collectively, the “Increased Term Loans” and collectively with the Existing Term Loan and any Incremental Term Loan, each being a “Term Loan” and collectively the “Term Loans”). After giving effect to the Increased Terms Loans, the outstanding principal balance of the Term Loans on the Second Amendment Effective Date will be $89,750,000. Further, on any Increase Effective Date, each Bank and each New Bank may, upon the terms and conditions of Section 2.13 hereof, (x) each Lender holding a Closing Date make an Incremental Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date of its Incremental Term Loan Commitment”, as such amount . The Term Loans and any portion of the balance thereof (in minimum amounts of $500,000) may be adjusted made, maintained, continued and converted to Prime Rate Advances or reduced pursuant to Eurodollar Rate Advances as the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to makeBorrowers’ Agent may elect in its notice of borrowing, in Dollarscontinuation or conversion; provided, from time to time during the Delayed Draw Term Loan Commitment Periodhowever, subject to the terms and conditions hereof, delayed draw term loans on that there shall be no more than two occasions five (each, a “Delayed Draw Term Loan”5) to Eurodollar Rate Advances outstanding at any one time for the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to the terms and conditions hereofset forth in this Agreement, (x) each Lender holding a Closing Date of the Term Loan Commitment Lenders severally agrees to makelend to Borrower, and Borrower will borrow on the Closing Date and, if Borrower elects as provided hereinbelow, on such later date or dates as hereinafter provided, an amount equal to such Lender’s Term Commitment; provided, that, in Dollarsall events no Default or Event of Default shall have occurred and be continuing on the date of any such borrowing; and provided, further, that the outstanding principal amount of the Term Loans (after giving effect to all amounts requested), shall not at any time exceed the aggregate Term Commitments of all Term Lenders or cause a violation of the covenant set forth in a single draw §9.2(b). At Borrower’s election, up to $70,000,000 of the Term Loans may be advanced during the ninety (90) days after the Closing Date rather than on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) . The Term Loans shall be made pro rata in accordance with each Term Lender’s Term Commitment Percentage. Borrower’s request for the Term Loans hereunder shall constitute a representation and warranty by each Borrower that all of the conditions set forth in §10 and §11, as applicable, have been satisfied on the date of such request. No Term Lender shall have any obligation to make Term Loans to Borrower in an aggregate a principal amount which (x) in of more than the case principal face amount of Closing Date such Lender’s Term Commitment. Notwithstanding the foregoing, Borrower acknowledges that the “Term Loans, does not exceed ” outstanding under the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender Original Credit Agreement on the Closing Date and (C) in the case of Delayed Draw will continue to remain outstanding as Term Loans made hereunder in any borrowing after accordance with and subject to the Closing Date, does not exceed respective Term Commitments of the unused Term Lenders hereunder and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may will not be reborrowedre-borrowed by Borrower.

Term Loans. The existing balance on the CONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and said balance will be paid by the TERM NOTES substantially in the forms attached hereto as Exhibits B, C, and D, respectively, and are by this reference made a part hereof. The TERM NOTES evidence the "TERM LOANS". The TERM NOTES shall be amortized on a ten (i10) Subject year basis and repaid as follows: On the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay to ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENTS in the FIXED RATE LOAN, the scheduled principal payment shown in Schedule I, attached hereto and by this reference made a part hereof, plus accrued interest on the FIXED RATE LOAN. In addition, on the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay $1,902,832.10 to ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENT in the TERM LOANS, as follows: (a) first to accrued interest on the LONG TERM REVOLVING NOTES; (b). next to accrued interest on the VARIABLE RATE NOTES; and (c). next to principal on the VARIABLE RATE NOTES. After the VARIABLE RATE NOTES have been fully paid, such quarterly payments shall be allocated first to accrued interest on the LONG TERM REVOLVING NOTES, and thence to principal outstanding on the LONG TERM REVOLVING NOTES; provided, however, that, if there is no outstanding interest or principal on the LONG TERM REVOLVING NOTES, or the MAXIMUM AVAILABILITY on the LONG TERM REVOLVING NOTES has been reduced to zero dollars ($0), then such quarterly payment shall no longer be required. In addition, on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE, BORROWER shall pay and apply to the terms then outstanding principal balance of the LONG TERM REVOLVING NOTES, if any, the amount necessary to reduce the outstanding principal balance of the LONG TERM REVOLVING NOTES so that they are within the MAXIMUM AVAILABILITY applicable on each such REDUCTION DATE and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw EXCESS CASH FLOW REDUCTION DATE. All unpaid principal and accrued interest under the TERM LOANS shall be due and payable on the Closing DateLOAN TERMINATION DATE applicable thereto, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount if not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofsooner paid. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more Date Lender agrees to make a term loans loan (each, a “Closing Date the "Term Loan”Loan A") to the Borrower Borrowers in an aggregate amount equal to the Term Loan A Amount. The Term Loan A shall be repaid in consecutive monthly installments each in a principal amount not equal to exceed 1/60th of the Term Loan A Amount, plus accrued interest on the amount set forth opposite of principal so repaid, on the first day of each month, commencing on July 1, 2001. Borrowers may, at any time, prepay all or a portion of the Term Loan A without penalty or premium. Each prepayment shall be applied against the remaining installments of principal due on the Term Loan A in the inverse order of maturity, provided that the prepayment of the Term Loan A resulting from the sale (if any) of the Normandy Facility in accordance with Section 6.15 shall be applied pro rata against the remaining installments of principal due on the Term Loan A such Lender’s name in Schedule A-1 that the maturity date of the Term Loan A remains unchanged. The outstanding unpaid principal balance and all accrued and unpaid interest under the heading “Closing Date Term Loan Commitment”A shall be due and payable on the date of termination of this Agreement, as such amount may be adjusted whether by its terms, by prepayment, or reduced pursuant to by acceleration. All amounts outstanding under the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during A shall constitute Obligations. Any principal amount of the Delayed Draw Term Loan Commitment Period, subject A which is repaid or prepaid by Borrowers may not be reborrowed. (b) Subject to the terms and conditions hereofof this Agreement, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans Lender agrees to make a term loan (the "Term Loan B" and, together with the Term Loan A, each a "Term Loan" and (Bcollectively, the "Term Loans") thereafter, until to Normandy in an amount equal to the date that is 90 days following the Closing Date, Term Loan B Amount. The Term Loan B shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period repaid in consecutive monthly installments each in a principal amount equal to 1/60th of one monththe Term Loan B Amount, with plus accrued interest on the first such Interest Period commencing amount of principal so repaid, on the first day of each month, commencing on July 1, 2001. Normandy may, at any time, prepay all or a portion of the period described in this clause (B). (iii) The Term Loans Loan B without penalty or premium. Each prepayment shall be made applied against the remaining installments of principal due on the Term Loan B in the inverse order of maturity. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan B shall be due and payable on the date of termination of this Agreement, whether by each such Lender in an aggregate its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan B shall constitute Obligations. Any principal amount which (x) in of the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder B which is repaid or prepaid by Borrowers may not be reborrowed.

Term Loans. (a) Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with the amounts set forth in Schedule 2.1; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be (i) Subject to in the terms and conditions hereofcase of LIBOR Loans, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount that is an integral multiple of $5,000,000 and not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof less than $10,000,000 and (yii) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to makein the case of ABR Loans, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount that is an integral multiple of $500,000 and not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofless than $5,000,000. (iib) The Term Each Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans, except as hereinafter the Borrower may request pursuant to Section 2.4 or 2.5, as applicable. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement and the applicable Term Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, shallhowever, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than 9 separate Borrowings being outstanding hereunder at any one time. For purposes of the calculation required by the immediately preceding sentence, LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowing, and all Borrowings of a single Interest Rate Type made on a single date shall be considered a single Borrowing if such Borrowings have a common Interest Period. (c) Subject to Section 2.6, each Lender shall make the Term Loan to be made by it hereunder on the proposed date thereof by making funds available at the option offices of the BorrowerAdministrative Agent's Agent Bank Services Department, 1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxx, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Term Loan Agreement dated as of February 9, 1999) no later than 1:00 P.M. New York City time in Federal or other immediately available funds. Upon receipt of the funds to be incurred and maintained asmade available by the Lenders to fund any Borrowing hereunder, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that shall disburse such funds by depositing them into an account of the Syndication Date has occurred, all Closing Date Term Loans shall be Borrower maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Administrative Agent. Term Loans shall be made by each such Lender all the Lenders pro rata in an aggregate principal amount which accordance with Section 2.1 and this Section 2.2. (xd) in Notwithstanding any other provision of this Agreement, the case of Closing Date Term Loans, does Borrower shall not exceed be entitled to request any Borrowing if the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated Interest Period requested with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing respect thereto would end after the Closing Maturity Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofset forth herein, (x) each Lender holding a Closing Date with an Initial Term Loan Commitment on the Effective Date severally agrees to make, in Dollars, in a single draw on the Closing Effective Date, one or more term loans (each, a “Closing Date an Initial Term Loan”) Loan to the Borrower Borrowers in an aggregate principal amount not to exceed the amount set forth opposite such LenderLxxxxx’s name on Schedule 1.1A. Amounts repaid or prepaid in Schedule A-1 under the heading “Closing Date respect of Initial Term Loan Commitment”, as such amount Loans may not be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw reborrowed. The Initial Term Loan Commitment severally agrees to make, in Dollars, Loans may from time to time during be (a) Term SOFR Loans or (b) ABR Loans or (c) a combination thereof, as determined by the Delayed Draw Term Loan Commitment Period, subject Borrower Agent and notified to the Administrative Agent in accordance with subsection 2.3. (b) Subject to and upon the terms and conditions hereofset forth herein, delayed draw each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans on no more than two occasions (each, a an “Delayed Draw Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower in an aggregate principal amount not Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to exceed a single drawing on the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw applicable Incremental Term Loan Commitment”Borrowing Date, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loansshall be denominated in Dollars, (iii) shall, except as hereinafter provided, shall, at the option of the BorrowerNew Holdings, be incurred and maintained as, and/or converted into, into one or more Borrowings of ABR Loans or Eurocurrency Term SOFR Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Incremental Term Loans of a given Tranche made as part of the same Borrowing shall be maintained during (A) at all times consist of Incremental Term Loans of the first week following the Closing Date as ABR Loans same Type, and (Biv) thereaftershall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, until the date that is 90 days following the Closing DateIncremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche. Once repaid, shall Incremental Term Loans may not be maintained as reborrowed. Incremental Term Loans may from time to time be (xa) Term SOFR Loans or (b) ABR Loans or (yc) Eurocurrency Loans a combination thereof, as determined by the Borrower Agent and notified to the Administrative Agent in accordance with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.2.3

Term Loans. (i) Subject to and upon the terms and conditions hereofherein set forth, (x) each Lender holding having a Closing Date Tranche A Term Loan Commitment severally agrees to make, make a loan denominated in Dollars, in a single draw on the Closing Date, one or more term loans Dollars (each, each a “Closing Date Tranche A Term Loan” and, collectively, the “Tranche A Term Loans”) to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date its Tranche A Term Loan Commitment”, as such amount which Tranche A Term Loans (A) were made on the Fourth Restatement Effective Date, (B) may, at the option of the Borrower be maintained as, and/or converted into, ABR Loans or Term SOFR Loans and (C) may be adjusted or reduced pursuant repaid and prepaid in accordance with the provisions hereof; and (ii) Subject to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to upon the terms and conditions hereofherein set forth, delayed draw term loans on no more than two occasions each Lender having a Tranche B Term Loan Commitment agrees to make a loan denominated in Dollars (each, each a “Delayed Draw Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw its Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to which Tranche B Term Loans (A) were made on the terms and conditions hereof. Fourth Restatement Effective Date, (iiB) The Term Loans, except as hereinafter provided, shallmay, at the option of the Borrower be maintained as, and/or converted into, ABR Loans or LIBOR Loans (as defined in the Fourth Restated Credit Agreement) and (C) may be repaid and prepaid in accordance with the provisions hereof. Any Term Loans (i) may at the option of the Borrower be maintained as, and/or converted into, ABR Loans or Term SOFR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. (1) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars or Alternative Currencies (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans (A) shall be made at any time and from time to time prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Term SOFR Revolving Credit Loans (each in the case of Revolving Credit Loans denominated in Dollars only), Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the Administrative Agent either otherwise agrees same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure plus, without duplication, the amount of Swingline Loans outstanding that are held by such Lender and the face amount of Letters of Credit outstanding at such time issued by such Lender at such time exceeding such Xxxxxx’s Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Aggregate Multicurrency Exposures at such time exceeding the Multicurrency Sublimit then in effect. (2) Each Lender may at its sole discretion option make any Term SOFR Loan, Alternative Currency Term Rate Loan or has determined Alternative Currency Daily Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) any exercise of such option shall not affect the first week following obligation of the Closing Date as ABR Loans Borrower to repay such Loan and (B) thereafterin exercising such option, until such Lender shall use its reasonable efforts to minimize any increased costs to the date Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is 90 days following provided under this Agreement, the Closing provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term all Revolving Credit Loans shall be made by each such Lender repaid in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedfull.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement (including Sections 3.1, 3.2 and 3.3) and the Approved Budget, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally), solely to the extent requested by the Borrowers pursuant to Section 2.3, to make term loans (collectively, the “Tranche A Term Loans”) to Borrowers in an aggregate amount up to such Lender’s Pro Rata Share of the Term Loan Amount as follows: (i) an initial Tranche A Term Loan to the Borrowers on the Closing Date (the “Initial Tranche A Term Loan”) of such Lender’s Pro Rata Share of $4,000,000 (ii) on or after the date of entry of the Second Interim DIP Order, one additional Tranche A Term Loan to the Borrowers on the date specified in the applicable Borrowing Request (the “Second Tranche A Term Loan”) of such Lender’s Pro Rata Share of an aggregate principal amount equal to $2,666,666, and (iii) on and after entry of the Final DIP Order, (x) each Lender holding a Closing Date one deemed Term Loan Commitment severally agrees to make, in Dollars, in a single draw on (the Closing Date, one or more term loans (each, a “Closing Date Tranche B Term Loan”) to the Borrower Borrowers on the date of the Tranche A Term Loan made in accordance with the succeeding clause (y) in an amount equal to $20,000,000 (the “Tranche B Term Loan Amount”), which Tranche B Term Loan shall be deemed made by the Lenders to the Borrowers on such date and shall be deemed to have prepaid $20,000,000 of principal amount of the Prepetition Term Loans, and (y) one additional Tranche A Term Loan to the Borrowers on the date specified in the applicable Borrowing Request of such Lender’s Pro Rata Share of an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof$6,666,667. (iib) Each Term Loan made by each Lender shall be evidenced by this Agreement and, if requested by a Lender, a Term Note payable to such Lender or its registered assigns in the original principal amount of such Term Loan. (c) The Term Loansoutstanding unpaid principal balance of, except as hereinafter providedand all accrued and unpaid interest on, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during due and payable on the earlier of (Ai) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Maturity Date and (Cii) in the case date of Delayed Draw the acceleration of the Term Loans made in any borrowing after accordance with the Closing Date, does not exceed the unused and available Delayed Draw terms hereof. Any principal amount of a Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of each Term Loan, including any premiums, fees, expenses or other additional amounts owed, shall constitute Obligations hereunder.

Term Loans. (ia) Subject to the terms and conditions hereof, : (xi) each Lender holding a Closing Date Tranche A Term Loan Commitment severally Amount agrees to make, on or before April 30, 1999, a Tranche A Term Loan to Borrower in Dollarsan amount equal to such Lender's Tranche A Term Loan Amount; (ii) each Lender holding a Tranche B Term Loan Amount agrees to make, on or before April 30, 1999 in the case of all Tranche B Term Loans other than New Tranche B Term Loans, a single draw Tranche B Term Loan to Borrower in an amount equal to such Lender's Tranche B Term Loan Amount; and (iii) each Lender holding a Tranche C Term Loan Amount agrees to make, on or before April 30, 1999, a Tranche C Term Loan to Borrower in an amount equal to such Lender's Tranche C Term Loan Amount; provided, if Borrower issues the Senior Subordinated Notes on or prior to the Closing Date, the Tranche C Term Loan Commitment of each Lender will be cancelled and the Tranche C Term Loans will not be made. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date, the Tranche B Term Loan Maturity Date, and the Tranche C Term Loan Maturity Date, respectively. (b) Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than three days prior to the Closing Date. Promptly upon receipt by Administrative Agent of such Certificate, Administrative Agent shall notify each Lender of the proposed borrowing. (c) Each Lender shall make its Tranche A Term Loan Amount, Tranche B Term Loan Amount, and Tranche C Term Loan Amount, as the case may be, available to Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, by wire transfer of same day funds in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted at Administrative Agent's Principal Office. Promptly upon satisfaction or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option waiver of the Borrowerconditions precedent specified herein, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that shall make the Syndication Date has occurred, all Closing Date proceeds of the Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender available to Borrower on the Closing Date and (C) by causing an amount of same day funds in Dollars equal to the case proceeds of Delayed Draw Term all such Loans made received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent's Principal Office or to such other account as may be designated in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedwriting to Administrative Agent by Borrower.

Term Loans. (i) Subject to the terms and conditions hereofEach Lender, (x) each Lender holding which had a Closing Date Term Loan Commitment severally agrees under the Existing Credit Agreement, has loaned to makeBorrowers an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Term Loan Commitments under the Existing Credit Agreement, which amount was used for the purposes identified in Dollarssubsection 2.5A. Each Lender having a Tranche B Term Loan Commitment or Tranche C Term Loan Commitment (each as defined in the Existing Credit Agreement) has loaned to Borrowers an aggregate amount not exceeding its Pro Rata Share of the Tranche B Term Loan Commitments or Tranche C Term Loan Commitments, in a single draw on as applicable. Effective as of the Closing Date, one or more term loans the aggregate outstanding amount of Tranche B Term Loans and Tranche C Term Loans (each, a “each as defined in the Existing Credit Agreement) shall be converted to Term Loans. The amount of each Lender's outstanding Tranche A Term Loan; Tranche B Term Loan and Tranche C Term Loan as of the opening of business on the Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount is set forth opposite such Lender’s its name in on Schedule A-1 under 2.1 annexed hereto and the heading “Closing Date Term Loan Commitment”, as such aggregate amount may be adjusted or reduced pursuant to of the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Tranche A Term Loans, except Tranche B Term Loans and Tranche C Term Loans as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following opening of business on the Closing Date as ABR Loans is $152,750,000. Amounts borrowed under this subsection 2.1A and (B) thereaftersubsequently repaid or prepaid may not be reborrowed. For the avoidance of doubt, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Existing Credit Agreement shall continue under this Agreement and all Tranche B Term Loan Commitment of such Lender on the Closing Date Loans and (C) in the case of Delayed Draw Tranche C Term Loans made in any borrowing under the Existing Credit Agreement shall, from and after the Closing Date, does not exceed the unused and available Delayed Draw continue under this Agreement as Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedLoans.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement including Sections 3.1 and 3.3, (x) each Lender holding a Closing Date agrees (severally, not jointly or jointly and severally) to make initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw Loans on the Closing Date, one or more term Date (the “Initial Term Loans” and such loans (each, a comprising the “Closing Date Initial Term LoanLoan Facility”) to the Borrower Borrower, in an aggregate principal amount not to exceed the amount set forth opposite of such Lender’s name in Schedule A-1 under the heading “Closing Date Initial Term Loan Commitment”; provided, as such amount may be adjusted or reduced pursuant that after giving effect to the terms hereof and (y) each Lender holding a Delayed Draw making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Initial Borrowing Base or the Initial Term Loan Commitments then in effect. Each Lender’s Initial Term Loan Commitment severally agrees to make, in Dollars, from time to time during shall be permanently reduced immediately and without further action upon the Delayed Draw making of the Initial Term Loan Commitment Periodin an amount equal to the amount of such Lender’s Pro Rata Share of such Initial Term Loan. Any principal amount of the Initial Term Loan which is repaid or prepaid may not be reborrowed. (b) The outstanding unpaid principal amount of the Initial Term Loans shall be repaid in consecutive monthly installments on the first Business Day of each month (each a “Payment Date”), subject beginning with December 1, 2023; each such monthly installment shall be in an aggregate amount equal to 1.25% of the original principal amount of the Initial Term Loan. Notwithstanding the foregoing, the last such installment in respect of the Initial Term Loan shall be in the amount necessary to repay in full the unpaid principal amount of the Initial Term Loan. The outstanding unpaid principal balance and all accrued and unpaid interest on the Initial Term Loan shall be due and payable on the earlier of (i) the Maturity Date and (ii) the date of the acceleration of the Initial Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Initial Term Loan shall constitute Obligations hereunder. (c) Subject to the terms and conditions hereofof this Agreement, delayed draw term loans including Section 3.3, and the Second Amendment Conditions Precedent, each Lender agrees (severally, not jointly or jointly and severally) to make an Incremental Term Loans on no more than two occasions the Second Amendment Effective Date (each, a the “Delayed Draw Incremental Term Loan” and such loans comprising the “Incremental Term Loan Facility”) to the Borrower Borrower, in an aggregate principal amount not to exceed the amount set forth opposite of such lenderLender’s name in Schedule A-2 under the heading “Delayed Draw Incremental Term Loan Commitment”; provided, as such amount may be adjusted or reduced pursuant that after giving effect to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option making of the BorrowerIncremental Term Loan, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless in no event shall the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day sum of the period described in this clause (B). (iii) The Initial Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in Loan plus the case of Closing Date Incremental Term Loans, does not Loan exceed the Closing Date lesser of the Initial Borrowing Base or the sum of the Initial Term Loan Commitments plus the Incremental Term Loan Commitment of such Lender and (y) then in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw effect. Each Lender’s Incremental Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Incremental Term Loan in an amount equal to the amount of such Lender on Lender’s Pro Rata Share of such Incremental Term Loan. Any principal amount of the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Incremental Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder which is repaid or prepaid may not be reborrowed. (d) The outstanding unpaid principal balance and all accrued and unpaid interest on the Incremental Term Loan shall be due and payable on the earlier of (i) the Incremental Term Loan Maturity Date, and (ii) the date of the acceleration of the Incremental Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Incremental Term Loan shall constitute Obligations hereunder. (e) The Incremental Term Loan established pursuant to this Section 2.1 shall be included in the Term Loan, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents.

Term Loans. (i) Subject to Upon the satisfaction of the applicable conditions precedent set forth in Sections 5.1 and 5.2, each Term Loan Lender severally and not jointly agrees, on the terms and conditions hereofset forth in this Agreement, to make a term loan (xany such term loan being referred to as a “Term Loan” and all such term loans being referred to collectively as the “Term Loans”) each Lender holding a in Dollars to the Company on the Closing Date or on the effective date of any increase to the Aggregate Term Loan Commitment severally agrees pursuant to makeSection 2.23 hereof, in Dollarsan amount equal to such Term Loan Lender’s Pro Rata Share of the Aggregate Term Loan Commitment; provided, that at no time shall the Facility Obligations Amount exceed the Collateral Value Amount. The Term Loans shall initially be Floating Rate Advances but may be converted into Eurocurrency Rate Advances in a single draw accordance with Section 2.7. Each Term Loan Lender shall make the amount of such Lender’s Term Loan available to the Administrative Agent in New York, New York at its address specified in Article XIV in funds immediately available, on the Closing DateDate or as specified in any amendment contemplated by Section 2.23(D)(iv). After the Administrative Agent’s receipt of the proceeds of such Term Loan from the Term Loan Lenders, one or more term loans (each, a “the Administrative Agent shall make the proceeds of such Term Loan available to the Company on the Closing Date on the date on which any Incremental Term Loan”) Loans are made by transferring immediately available funds equal to the Borrower proceeds of such Term Loans received by the Administrative Agent as the Company shall instruct in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofwriting. (ii) The Term Loans made on the Closing Date shall be repaid in (i) twenty-three (23) consecutive equal quarterly installments of $250,000, payable on the last Business Day of each fiscal quarter of the Company, commencing September 30, 2006 and (ii) a final installment equal to the remaining outstanding balance of the Term Loan payable on the Term Loan Maturity Date applicable to such Term Loans, except as hereinafter provided, shall, at and the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) permanently reduced by the first week following the Closing Date as ABR Loans and (B) thereafter, until amount of each installment on the date that payment thereof is 90 days following made hereunder. If not sooner repaid, the Closing Date, Term Loans shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing payable in full on the first day Term Loan Maturity Date. Payments or prepayments of the period described in this clause (B)Term Loans may not be reborrowed. (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in terms and provisions set forth herein applicable to the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing DateDate are preserved for historical reference, when aggregated with all Delayed Draw and shall be amended or supplemented as necessary to reflect the terms of any Incremental Term Loans made under subsection 2.1(a)(i)(yestablished in accordance with the terms of Section 2.23 pursuant to an amendment to this Agreement as contemplated by such Section 2.23(D)(iv), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed2.2. Swing Line Loans.

Term Loans. (ia) Subject The Company hereby agrees to execute and deliver to the terms Agent, for each Lender, a term note, in the form of Exhibit A attached hereto (individually, a "Term Note" and conditions hereofcollectively, the "Term Notes"), payable to --------- ---------- such Lender, in the amount of its Commitment, to evidence the Term Loans to be extended by the Lenders. (xb) Upon such delivery of such Term Notes, each Lender holding a Closing Date Term Loan Commitment severally of the Lenders (severally, but not jointly) hereby agrees to makeextend to the Company its ratable share (in the same percentage which its Revolving Loan commitment bears to the aggregate Revolving Loan commitment of all Lenders) of the Term Loans, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofof $29,000,000. (iic) The Term Loans, except as hereinafter provided, shall, at the option principal amount of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during repaid the Agent, for the ratable account of the Lenders, by the Company by: (Ai) fifty nine (59) equal monthly principal installments of $355,000 each, followed by (ii) one (1) installment of $8,055,000, whereof the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, installment shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one monthdue and payable on April 1, with 1999 and the first such Interest Period commencing subsequent installments shall be due and payable on the first business day of the period described each month thereafter until paid in this clause (B)full. (iiid) The In the event this Financing Agreement or the Line of Credit is terminated by either the Agent or the Company for any reason whatsoever, the Term Loans shall be made by each become due and payable on the effective date of such Lender in an aggregate principal amount which (x) termination notwithstanding any provision to the contrary in the case of Closing Date Promissory Note or this Financing Agreement. (e) The Company may prepay at any time, at its option, in whole or in part, the Term Loans, does not exceed provided that on each such prepayment, the Closing Date Term Loan Commitment Company shall pay: (i) accrued interest on the principal so prepaid to the date of such Lender prepayment and (yii) the Prepayment Premium, if any. (f) In the event the Company has Surplus Cash in any fiscal year beginning October 4, 1998, the case Company must, within 120 days of Delayed Draw the end of the fiscal year in which such Surplus Cash accrues, make a Mandatory Prepayment of the Term Loans by an amount equal to fifty percent (50%) of said Surplus Cash. (g) Each prepayment shall be applied to the then last maturing installments of principal of the Term Loans. (h) The Company hereby authorizes the Agent to charge its Revolving Loan account with the amount of all amounts due under this Section 4.1 as such amounts become due. The Company confirms that any charges which the Agent may so make to its account as herein provided will be made on as an accommodation to the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed Company and solely at the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedAgent's discretion.

Term Loans. (i) Subject to the terms and conditions hereofset forth herein and in the Ancillary Agreements, Laurus shall make a term loan (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to Company and the Borrower Eligible Subsidiaries in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “$6,000,000. The Closing Date Term Loan Commitment”shall be advanced on the Closing Date and shall be, as such with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter. The first twenty-eight principal installments shall each be in the amount may of $206,896 and the twenty-ninth and final installment shall be adjusted or reduced pursuant in an amount equal to the terms hereof and (y) each Lender holding a Delayed Draw unpaid principal balance of the Closing Date Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw plus all accrued and unpaid interest thereon. The Closing Date Term Loan Commitment Periodshall be payable in full on the Closing Date Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Closing Date Term Loan shall be evidenced by the Closing Date Secured Convertible Term Note. (ii) Subject to the terms and conditions hereofset forth herein and in the Ancillary Agreements, delayed draw Laurus shall make a term loans on no more than two occasions loan (each, a the “Delayed Draw Second Term Loan”) to Company and the Borrower Eligible Subsidiaries in an aggregate amount equal to $1,900,000. The Second Term Loan shall be advanced on February 28, 2005 and shall be, with respect to principal, payable in consecutive monthly installments of principal amount not to exceed commencing on July 1, 2005 and on the first day of each month thereafter. The first twenty-eight principal installments shall each be in the amount set forth opposite such lender’s name of $65,517 and the twenty-ninth and final installment shall be in Schedule A-2 under an amount equal to the heading “Delayed Draw unpaid principal balance of the Second Term Loan Commitment”plus all accrued and unpaid interest thereon. The Second Term Loan shall be payable in full on the Second Term Loan Maturity Date, as such amount may together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Second Term Loan shall be adjusted or reduced pursuant evidenced by the Second Secured Convertible Term Note. (iii) Subject to the terms and conditions hereof. set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (iithe “Third Term Loan”) to Company and the Eligible Subsidiaries in an aggregate amount equal to $4,640,000. The Third Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans Loan shall be maintained during advanced on January 6, 2006 and shall be payable in full together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement, upon the earlier of (A) the first week following the Closing Date as ABR Loans July 6, 2006 and (B) thereafter, until the date that is 90 days following consummation of any offering of Xxxxxx Equipment’s Common Stock to a Person other than Laurus (the Closing “Third Term Loan Maturity Date, ”). The Third Term Loan shall be maintained as evidenced by the Third Term Note. (xiv) ABR Loans or Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (ythe “Fourth Term Loan”) Eurocurrency Loans with to Company and the Eligible Subsidiaries in an Interest Period of one monthaggregate amount equal to $8,500,000. The Fourth Term Loan shall be advanced on May 12, 2006 and shall be, with respect to principal, payable in consecutive monthly installments of principal in the first such Interest Period amounts set forth in the Fourth Term Note commencing on September 1, 2006 and on the first day of each month thereafter. The Fourth Term Loan shall be payable in full on the period described in Fourth Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto subject to acceleration upon the occurrence of an Event of Default or termination of this clause (B)Agreement. The Fourth Term Loan shall be evidenced by the Fourth Term Note. (iiiv) The Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the “Fifth Term Loans shall be made by each such Lender Loan”) to Company and the Eligible Subsidiaries in an aggregate principal amount which equal to $1,500,000. The Fifth Term Loan shall be advanced on January 17, 2007 and shall be payable in full on the Fifth Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Fifth Term Loan shall be evidenced by the Fifth Term Note. (xvi) Subject to the terms and conditions set forth herein and in the case Ancillary Agreements, Laurus shall make a term loan (the “Sixth Term Loan”) to Company and the Eligible Subsidiaries in an aggregate amount equal to $6,000,000. The Sixth Term Loan shall be advanced on May 2, 2007 and shall be payable in full on the Sixth Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of Closing Date an Event of Default or termination of this Agreement. The Sixth Term LoansLoan shall be evidenced by the Sixth Term Notes. (vii) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, does not exceed Laurus shall make a term loan (the “Seventh Term Loan” and together with the Closing Date Term Loan, the Second Term Loan, the Third Term Loan, the Fourth Term Loan, the Fifth Term Loan Commitment of such Lender and (ythe Sixth Term Loan, each a “Term Loan” and collectively the “Term Loans”) to Company and the Eligible Subsidiaries in the case of Delayed Draw an aggregate amount equal to $20,800,000. The Seventh Term Loans made Loan shall be advanced on July___, 2007 and shall be payable in full on the Closing Seventh Term Loan Maturity Date, when aggregated together with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y)accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, does not exceed subject to acceleration upon the Delayed Draw occurrence of an Event of Default or termination of this Agreement. The Seventh Term Loan Commitment of such Lender on shall be evidenced by the Closing Date and (C) in the case of Delayed Draw Seventh Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedNote.”

Term Loans. (i) Subject to On the Closing Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions hereofset forth in this Agreement, (x) each Lender holding to make a Closing Date Term Loan Commitment severally agrees to makethe Borrower pursuant to such Lender’s Term Commitment, in Dollars, in a single draw which Term Loans: (i) can only be incurred on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to in the Borrower in an aggregate principal entire amount not to exceed the amount set forth opposite such of each Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. ; (ii) The Term Loansonce prepaid or repaid, may not be reborrowed; (iii) may, except as hereinafter provided, shallset forth herein, at the option of the Borrower, be incurred and maintained as, and/or converted or Converted into, ABR Term Loans that are Base Rate Loans or Eurocurrency Eurodollar Loans; , in each case denominated in Dollars, provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be maintained during repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the first week following time of incurrence thereof the Closing Date as ABR Loans aggregate principal amount of such Lender’s Term Commitment, if any, and (B) thereafter, until for all the date that is 90 days following Lenders at the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period time of one month, with incurrence thereof the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) Total Term Loan Commitment. The Term Loans shall to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not to exceed the Closing Date its Incremental Term Loan Commitment Commitment. Amounts paid or prepaid in respect of such Lender and (y) in the case of Delayed Draw Incremental Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. 1004254246v19 (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Closing Date Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw which Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof.Loans: (iii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Eurodollar Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B).and (iiiii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Tranche B Initial Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such timeLender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate.

Term Loans. (i) Subject to the terms and conditions hereofof this Agreement, (xi) each Lender holding funding a Closing Date Fourth Amendment Term Loan Commitment severally agrees to make, in Dollars, in a single draw make available to the Borrowers on the Closing Date, one or more Fourth Amendment Effective Date such Lender’s Percentage of a term loans loan in Dollars (each, a the “Closing Date Fourth Amendment Term Loan”) in the aggregate principal equal to the Borrower Term Facility Commitment Amount for the purposes hereinafter set forth; (ii) each Lender funding a Fifth Amendment Term Loan severally agrees to make available to the Borrowers on the Fifth Amendment Effective Date such Lender’s Percentage of a term loan in an Dollars (the “Fifth Amendment Term Loan”) in the aggregate principal equal to the Fifth Amendment Term Facility Commitment Amount for the purposes hereinafter set forth; (iii) as set forth more fully in Section 1.1(c), the Lenders will make the Revolving Loans to the Borrowers and (iv) as set forth more fully in Section 1.1(b), the Swing Line Lender will make the Swing Line Loan to the Borrowers. Amounts repaid or prepaid on the Term Loan may not be reborrowed. The proceeds of the Fourth Amendment Term Loan shall be used to prepay, in full, the aggregate principal amount not to exceed of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date First Amendment Term Loan Commitment”outstanding as of the Fourth Amendment Effective Date. From an after the Fourth Amendment Effective Date, as such amount may be adjusted or reduced pursuant the obligations with respect to the First Amendment Term Loan shall be reduced to $0. It is understood and agreed that from and after the Fifth Amendment Effective Date, all references to the Term Loans shall mean the term loans made to the Borrowers on the Fourth Amendment Effective Date and the Fifth Amendment Effective Date. The Loans, including the Swing Line Loan, shall bear interest and be payable in accordance with the terms and conditions of this Agreement and the Notes. The Notes shall be executed and delivered to each respective Lender on the date hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollarsthereafter, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”time, as such amount may be adjusted or reduced pursuant to and when requested by the terms and conditions hereof. (ii) The Term LoansAdministrative Agent, except as hereinafter provided, shall, acting at the option direction of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)any Lender. (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject to On the terms and subject to the conditions hereofcontained in this Agreement, (x) each including, without limitation, paragraph 12.8, Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more make term loans to a Loan Party (eachcollectively, a “Closing Date the "Term Loan”Loans") from time to the Borrower time in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw effect as of such time. Each Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, shall be in a “Delayed Draw Term Loan”) to the Borrower in an aggregate minimum principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw of $1,000,000 and shall be evidenced by a Term Note. Principal payable on account of any Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during payable in successive quarterly installments (Ai) payable on the first week following day of each Fiscal Quarter, the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, first of which installments shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing due and payable on the first day of the period described Fiscal Quarter immediately following the Fiscal Quarter in this clause which such Term Loan is made and (B). (iiiii) The based on an amortization schedule consisting of 20 equal quarterly payments; provided, that the entire unpaid principal balance of the Term Loans shall be made by each such Lender due and payable in an aggregate principal amount which (x) full upon the expiration of the Original Term of this Agreement or, in the case event that the Original Term of Closing Date this Agreement is renewed in accordance with paragraph 8, then the Loan Parties shall continue to make such installment payments, with a final installment equal to the unpaid principal balance and any other amounts outstanding due and payable upon the expiration of the Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of all Term Loans, does not exceed and any accrued and unpaid interest thereon, shall be immediately due and payable upon the Closing Date earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, if either Lender or the Loan Parties elect to terminate this Agreement as of the end of any such Original or Renewal Term and (ii) the acceleration of the Obligations pursuant to paragraph 11. The Loan Parties may prepay the principal amount of any Term Loan Commitment of such Lender and in whole or in part without premium or penalty (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(yother than costs contemplated by paragraph 2.7), does not exceed and any such prepayment will be applied ratably to the Delayed Draw remaining payments owing on such Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedLoan.

Term Loans. (a) The Lenders shall make the Term Loans available to the Borrower for the sole purpose of redeeming or repurchasing the Existing Senior Notes in the event that (i) Subject the Borrower is required to repurchase the Existing Senior Notes due to a Change of Control, (ii) the Borrower elects to call the Existing Senior Notes in accordance with the terms of the Existing Indenture or (iii) the Borrower enters into a solicitation with the holders of the Existing Senior Notes that is acceptable to the Arrangers in their sole and absolute discretion. (b) Each of the Lenders, relying upon each of the representations and warranties of the Borrower set forth herein, hereby severally and not jointly agrees with the Borrower that, upon satisfaction of the applicable conditions precedent in Article V and subject to and upon the terms and conditions hereofof this Agreement, (x) it will on each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Drawdown Date, one or more term loans (each, a “Closing Date make the Term Loan”) Loans available to the Borrower through the Agent in an aggregate principal amount not to exceed its Tranche B Loan Commitment ratably with the other Lenders according to their respective Tranche B Loan Commitments. The maximum aggregate amount set forth opposite such Lender’s name in Schedule A-1 of all Terms Loans which may be outstanding at any time under this Agreement is the heading “Closing Date Term Aggregate Tranche B Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof Sections 2.06 and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof2. (iic) The Term Loans, except as hereinafter provided, Borrower shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (xi) in the case of Closing a LIBOR Loan, at least five (5) Business Days prior to a Drawdown Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (yii) in the case of Delayed Draw a Base Rate Loan, at least one (1) Business Day prior to a Drawdown Date, deliver a Drawdown Request to the Agent in writing addressed to the Agent. Each Drawdown Request shall be effective on receipt by the Agent and shall be irrevocable. (d) Each Drawdown Request shall be deemed to constitute a warranty by the Borrower (i) that the representations and warranties of the Borrower set forth herein are true and correct on and as of the date of such Drawdown Request and will be true and correct on and as of the relevant Drawdown Date as if made on such date (unless, in each case, such representation and warranty is expressly limited to an earlier date or is no longer true and correct solely as a result of transactions not prohibited by the Transaction Documents), (ii) that after giving effect to the borrowing made pursuant to such Drawdown Request, the sum of the outstanding Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does will not exceed the Delayed Draw Aggregate Tranche B Loan Commitment and (iii) that no Default or Event of Default has occurred and is continuing. The Term Loan Commitment made by the Lenders to the Borrower shall be evidenced by one or more promissory notes in the form of Exhibit B attached hereto (each, as the same from time to time may be amended, restated, modified, supplemented or renewed, a "Term Loan Note"), duly executed by the Borrower, dated as of the applicable Drawdown Date. Each Lender (or the Agent if only one Term Loan Note shall be issued to the Agent for the benefit of the Lenders) shall, and is hereby authorized by the Borrower to, record on the schedule attached to its Term Loan Note (or on a continuation of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw schedule attached to such Term Loan Commitment Note) and make a part thereof, an appropriate notation evidencing the date and amount of each such Lender's Proportionate Share of such Lender at such time. Once repaidTerm Loan, which notation, absent manifest error, shall be prima facie evidence of the amount of the relevant Term Loans incurred hereunder may not be reborrowedLoan.

Term Loans. (i) Subject to Each Term Loan Lender severally agrees, on the terms and conditions hereofof this Agreement, (xi) each Lender holding to make a Closing single term loan to the Borrowers in Dollars on the Restatement Effective Date (provided that the same shall occur no later than the Term Loan Commitment severally agrees to make, in Dollars, Termination Date) in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount up to but not to exceed exceeding the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (yii) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw event that such Term Loan Commitment Lender receives as a prepayment of its initial Term Loan hereunder Net Available Proceeds from a Mercxx Xxxposition, to make additional loans (each, an "Acquisition Loan") to the Borrowers during the period from and including the date of such Lender on prepayment to but not including the Closing Supplemental Acquisition Loan Commitment Termination Date (the "Acquisition Loan Availability Period") in an aggregate principal amount at any time outstanding up to but not exceeding the aggregate principal amount of its initial Term Loan so prepaid (provided that (x) no such additional loans shall be made after the Supplemental Acquisition Loan Commitment Termination Date and (Cy) the aggregate principal amount of all such additional loans made by all of the Term Loan Lenders to all of the Borrowers shall not exceed $20,000,000) at any one time outstanding. Subject to the terms and conditions of this Agreement, during the Acquisition Loan Availability Period, the Borrowers may borrow, repay and reborrow the Acquisition Credit Agreement 47 - 42 - Loans from each of the Term Loan Lenders by means of ABR Loans and Eurodollar Loans and may Convert Acquisition Loans of one Type into Acquisition Loans of the other Type (as provided in Section 2.09 hereof) or Continue Acquisition Loans that are Eurodollar Loans from one Interest Period into another Interest Period (as provided in Section 2.09 hereof). The loans made or to be made pursuant to this paragraph (b), including, without limitation, the case of Delayed Draw Acquisition Loans, are herein called "Term Loans". Thereafter the Borrowers may Convert Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, one Type into Term Loans incurred hereunder may not be reborrowedof the other Type (as provided in Section 2.09 hereof) or Continue Term Loans that are Eurodollar Loans from one Interest Period into another Interest Period (as provided in Section 2.09 hereof).

Term Loans. (a) Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with the amounts set forth in Schedule 2.1; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be (i) Subject to in the terms and conditions hereofcase of LIBOR Loans, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount that is an integral multiple of $5,000,000 and not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof less than $10,000,000 and (yii) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to makein the case of ABR Loans, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount that is an integral multiple of $500,000 and not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofless than $5,000,000. (iib) The Term Each Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans, except as hereinafter the Borrower may request pursuant to Section 2.4 or 2.5, as applicable. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement and the applicable Term Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, shallhowever, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than 9 separate Borrowings being outstanding hereunder at any one time. For purposes of the calculation required by the immediately preceding sentence, LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowing, and all Borrowings of a single Interest Rate Type made on a single date shall be considered a single Borrowing if such Borrowings have a common Interest Period. (c) Subject to Section 2.6, each Lender shall make the Term Loan to be made by it hereunder on the proposed date thereof by making funds available at the option offices of the BorrowerAdministrative Agent's Agent Bank Services Department, 1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxx, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Credit Agreement dated as of May 29, 1998) no later than 1:00 P.M. New York City time in Federal or other immediately available funds. Upon receipt of the funds to be incurred and maintained asmade available by the Lenders to fund any Borrowing hereunder, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that shall disburse such funds by depositing them into an account of the Syndication Date has occurred, all Closing Date Term Loans shall be Borrower maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Administrative Agent. Term Loans shall be made by each such Lender all the Lenders pro rata in an aggregate principal amount which accordance with Section 2.1 and this Section 2.2. (xd) in Notwithstanding any other provision of this Agreement, the case of Closing Date Term Loans, does Borrower shall not exceed be entitled to request any Borrowing if the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated Interest Period requested with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing respect thereto would end after the Closing Maturity Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding with a Closing Date Term A Loan Commitment severally agrees (severally, not jointly or jointly and severally) to makemake term loans (collectively, in Dollars, in a single draw the "Term A Loans") on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower MIC in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 's Pro Rata Share of the Term A Loan Amount by converting a portion of the obligations owing to such Lender under the heading “Closing Date Existing Credit Agreement into a Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and A Loan. (yb) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, delayed draw each Lender with a Term B Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans on no more than two occasions (eachcollectively, a “Delayed Draw the "Term Loan”B Loans") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date to MIC in an amount equal to such Lender's Pro Rata Share of the Term B Loan Amount by converting a portion of the obligations owing to such Lender under the Existing Credit Agreement into a Term B Loan. (c) MIC may, at any time, subject to Sections 2.13(c) and 2.16, prepay all or a portion of the Term Loans without penalty or premium; provided, that except in connection with the repayment in full of all of the Obligations, (i) the Required Liquidity shall be satisfied immediately after giving effect to such prepayment and (Cii) immediately before and immediately after giving effect to such prepayment, no Event of Default shall have occurred and be continuing. The application of all such prepayments, and the apportionment of such prepayments among the Term Loans and the Notes, shall be subject to the terms of the Intercreditor Agreement. Each prepayment shall be applied pro rata to the Term Loans against the remaining installments of principal due on the Term Loans in the case inverse order of Delayed Draw maturity. The outstanding unpaid principal balance (including the Term B Loan PIK Amount) and all accrued and unpaid interest under the Term Loans made in any borrowing after (including the Closing DateTerm B Loan PIK Amount) shall be due and payable on the date of termination of this Agreement, does not exceed whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the unused and available Delayed Draw Term Loans (including the Term B Loan PIK Amount) shall constitute Term Loan Commitment Obligations. (d) The Loan Parties and the Lender Group agree that (i) each Warrant not subject to clawback under the Warrant Agreement has a value of such Lender at such time. Once repaid$5.00 per warrant share, Term Loans incurred hereunder may (ii) each Warrant subject to clawback under the Warrant Agreement has a value of $0.00 per warrant share and (iii) they will not be reborrowedtake a position inconsistent with the foregoing on any federal, state, local and/or foreign tax return or any information statement.

Term Loans. (ia) Immediately prior to the Closing Date, the aggregate outstanding principal amount of the Original Term Loans was $41,424,531.16 (the "Original Term Loan Outstanding Amount"). Immediately prior to the Closing Date, pursuant to the Lender Assignment, each Lender shall acquire a percentage of Original Term Loan made by the Original Lenders under the Original Credit Agreement as so specified in the Lender Assignment. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, the Original Term Loans shall automatically, and without any action on the part of any Person, be deemed to be converted into and a part of the Term Loans and Advances under this Agreement as follows: $20,000,000 shall be deemed to be converted into and a part of the Term Loan A; and $20,000,000 shall be deemed to be converted into and a part of the Term Loan B; and $1,424,531.16 shall be deemed to be converted into an Advance hereunder. The Lenders shall, through the Administrative Agent, make such adjustments among themselves as shall be necessary so that after giving effect to such assignments and adjustments each Lender shall hold its Pro Rata Share of the Term Loans and the outstanding Advances, provided, that, for each Lender, such amount shall not be greater than each such Lender's Term Loan A Commitment or Term Loan B Commitment or Revolver Commitment, as the case may be. On or prior to the Closing Date, the Administrative Agent shall notify each Lender of any assignments or adjustments that the Administrative Agent deems necessary or advisable such that, after giving effect to the transactions contemplated to occur on the Closing Date, each Lender's interest in the Term Loans and the Advances shall be in accordance with the Commitments set forth opposite its name on Schedule C-1. All such assignments shall be deemed to occur hereunder automatically on the Closing Date and without any requirement for additional documentation, and, in the case of any such assignment, the assigning party shall represent and warrant to each assignee that it has not created any adverse claim upon the interest being assigned and that such interest is free and clear of any adverse claim. Each Lender hereby agrees to give effect to the instructions of the Administrative Agent to such Lender contained in the notice described above. (b) Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one each Lender with a Term Loan A Commitment shall be deemed to have made (severally, not jointly or more jointly and severally) term loans (eachcollectively, a “Closing Date the "Term Loan”Loan A") to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name 's Pro Rata Share of the Term Loan A Amount. The Term Loan A shall be repaid in Schedule A-1 monthly installments, each in an amount equal to one-eighty-fourth (1/84th) of the Term Loan A Amount, plus accrued and unpaid interest on such amounts, such installments to be due and payable on the first day of each month commencing on July 1, 2006, and continuing until and including the Maturity Date, on which the date the unpaid principal balance of Term Loan A would be due and payable in full. The outstanding unpaid principal balance and all accrued and unpaid interest on Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw A shall constitute Obligations. Once any portion of Term Loan Commitment severally agrees to makeA has been paid or prepaid, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject it may not be reborrowed. (c) Subject to the terms and conditions hereofof this Agreement, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, each Lender with a Term Loan B Commitment shall be maintained as deemed to have made (xseverally, not jointly or jointly and severally) ABR Loans or term loans (y) Eurocurrency Loans with an Interest Period of one monthcollectively, the "Term Loan B" and collectively with the first Term Loan A, the "Term Loans") to Borrower in an amount equal to such Interest Period commencing Lender's Pro Rata Share of the Term Loan B Amount. The Term Loan B shall be repaid in quarterly installments, each in an amount equal to $50,000, plus accrued and unpaid interest on such amount, such installments to be due and payable on the first day of each fiscal quarter commencing on January 1, 2007, and continuing until and including the period described Maturity Date, on which the date the unpaid principal balance of Term Loan B would be due and payable in full. Notwithstanding anything to the contrary in this clause Section 2.2(c), in the event that a Default or Event of Default has occurred and is continuing at the time that a payment of Term Loan B is required pursuant to this Section 2.2(c), or would result therefrom, then (B). (iiix) The no such payment of Term Loans Loan B shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in Administrative Agent shall apply such amounts to the case payment of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw A. All amounts outstanding under Term Loan Commitment of such Lender at such timeB shall constitute Obligations. Once repaidany portion of Term Loan B has been paid or prepaid, Term Loans incurred hereunder it may not be reborrowed. (d) Notwithstanding anything to the contrary contained in this Section 2.2, if Excess Availability would be less than $2,000,000 immediately after giving effect to any payment that is required to be made in respect of the Term Loan B pursuant to Section 2.2(c), then such payment shall not be made to the extent that Excess Availability would be less than $2,000,000 immediately after giving effect thereto (such shortfall amount, the "Amortization Shortfall"); provided, however, that if, on or after such date, Excess Availability would exceed $2,000,000 after giving effect to the Amortization Shortfall, Administrative Agent shall (and is hereby authorized by Borrower to) make one or more Advances to Borrower in the amount of the Excess Availability Shortfall and apply such Advances to make a principal payment in respect of Term Loan B.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, each Term Lender severally, and not jointly, agrees to make an advance of the Term Loan to the Borrowers (xsubject to the PR Borrowing Limit) each Lender holding a on the Closing Date on a pro rata basis determined by its Applicable Term Percentage of the Term Loan, subject to adjustment for amounts outstanding under the Existing Agreement that are to remain outstanding as a portion of the Term Loan Commitment severally agrees under this Agreement. The principal amount of each Segment of the Term Loan outstanding hereunder from time to maketime shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrowers may be reborrowed hereunder, in Dollars, in a single draw and no subsequent Borrowing under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date, one or more term loans . (each, a “b) Not later than 1:00 P.M. on the Closing Date each Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”Lender shall, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding subject to the conditions of this Agreement and subject to adjustment for amounts outstanding under the Existing Agreement that are to remain outstanding as a Delayed Draw portion of the Term Loan Commitment severally agrees under this Agreement, make its Applicable Term Percentage of the Term Loan available by wire transfer to make, the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent's Office and shall be in the form of immediately available funds in Dollars, from time to time during . The amount so received by the Delayed Draw Term Loan Commitment PeriodAdministrative Agent shall, subject to the terms and conditions hereofof this Agreement, delayed draw term loans on no more than two occasions (eachincluding without limitation the satisfaction of all applicable conditions in Sections 4.01 and 4.02, a “Delayed Draw Term Loan”) be made available to the Borrower in an aggregate principal amount not Borrowers (subject to exceed the amount set forth opposite such lender’s name in Schedule A-2 PR Borrowing Limit) by delivery of the proceeds thereof as shall be directed by the Responsible Officer of SEI and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan (including the portion of the Term Loan outstanding under the heading “Delayed Draw Term Loan Commitment”Existing Agreement prior to the Closing Date and to remain outstanding hereunder, as such amount but with a new Interest Period pursuant to Section 1.01(e)) may be adjusted or reduced pursuant made as a Eurodollar Rate Loan so long as SEI delivers to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that irrevocable notice thereof, together with funding indemnity agreement reasonably satisfactory to the Syndication Date has occurredAdministrative Agent, all not later than 11:00 a.m. three Business Days prior to the Closing Date Date. Otherwise, the entire Term Loans Loan shall be maintained during (A) made or remain outstanding, as the first week following case may be, as a Base Rate Loan, subject to conversion after the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans in accordance with an a Term Loan Interest Period of one month, with the first such Interest Period commencing Rate Selection Notice delivered on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date pursuant to Section 4.01(a) (or, if no Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made Interest Rate Selection Notice is so delivered on the Closing Date, when aggregated thereafter in accordance with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(ySection 2.03), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, (x) each Term A Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date make Term Loan”) A Loans to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, Borrowers from time to time during from the Delayed Draw Closing Date through the Term A Loan Commitment PeriodTermination Date. The Term A Loans shall be funded by each Term A Lender in a principal amount equal to such Lender's Term A Loan Percentage of the aggregate principal amount of the Term A Loans made on the applicable borrowing date. The aggregate principal amount of the Term A Loans shall not exceed the lesser of (a) the Borrowing Base less the sum of all outstanding Revolving Credit Loans, subject all outstanding Term B Loans, all outstanding Swingline Loans and all L/C Obligations and (b) the total Term A Loan Commitment. Each Term A Loan borrowing pursuant to this Article IV will constitute a permanent reduction in the Term A Loan Commitment and once prepaid or repaid (in each case for any reason), Term A Loans may not be reborrowed. Any portion of the Term A Loan Commitment not funded on or prior to the Term A Loan Commitment Termination Date shall expire on such date. (b) Subject to the terms and conditions hereofof this Agreement, delayed draw term loans on no more than two occasions (each, a “Delayed Draw each Term Loan”) B Lender severally agrees to make Term B Loans to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made Borrowers on the Closing Date, when aggregated with all Delayed Draw . The Term B Loans made under subsection 2.1(a)(i)(y), does shall be funded by each Term B Lender in a principal amount equal to such Lender's Term B Loan Percentage of the Term B Loan Commitment. The aggregate principal amount of the Term B Loans shall not exceed the Delayed Draw lesser of (a) the Borrowing Base less the sum of all outstanding Revolving Credit Loans, all outstanding Term Loan Commitment of such Lender on the Closing Date A Loans, all outstanding Swingline Loans and all L/C Obligations and (Cb) in the case of Delayed Draw total Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term B Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedCommitment.

Term Loans. (ia) Subject to On the terms and conditions hereof, (x) each Lender holding a Closing Date a portion of the outstanding principal amount of the Original Term Loan Commitment severally agrees Loans in the amount of $20,000,000 shall be deemed to make, in Dollars, in a single draw on the Closing Date, one or more be term loans (each, each individually a “Term Loan A” and, collectively, the “Term Loans A”) outstanding hereunder. The principal amount of the Term Loan A held by each Lender as of the Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount is set forth opposite such Lender’s name on Schedule I hereto. The Term Loans A shall bear interest as provided in Schedule A-1 under the heading “Closing Date Section 2.4(a) hereof. No amount of any Term Loan Commitment”, as such amount A may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofreborrowed once it is repaid. (iib) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following On the Closing Date a portion of the outstanding principal amount of the Original Term Loans in the amount of $6,277,743.89 shall be deemed to be term loans (each individually a “Term Loan B” and, collectively, the “Term Loans B”) outstanding hereunder. The principal amount of the Term Loan B held by each Lender as ABR Loans and (B) thereafter, until the date that is 90 days following of the Closing Date, Date is set forth on Schedule I hereto. The Term Loans B shall bear interest as provided in Section 2.4(b) hereof. No amount of any Term Loan B may be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)reborrowed once it is repaid. (iiic) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed On the Closing Date a portion of the outstanding principal amount of the Original Term Loan Commitment of such Lender and (y) Loans in the case amount of Delayed Draw Term $4,000,000 shall be deemed to be term loans (each individually a “Bullet Loan A” and, collectively, the “Bullet Loans made on A”) outstanding hereunder. The principal amount of the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Bullet Loan Commitment A held by each Lender as of such Lender on the Closing Date and (Cis set forth on Schedule I hereto. The Bullet Loans A shall bear interest as provided in Section 2.4(a) in the case hereof. No amount of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Bullet Loan Commitment of such Lender at such time. Once A may be reborrowed once it is repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. Pursuant to the terms of the Existing Credit Agreement, certain of the Original Lenders made, severally and not jointly, certain term loans to Borrower on the Original Closing Date (with respect to "Term Loan A" (as defined in the Existing Credit Agreement)) and June 15, 2000 (with respect to "Term Loan B" (as defined in the Existing Credit Agreement)). As of the Restatement Effective Date and immediately prior to the effectiveness of this Agreement, the outstanding principal balances of the existing Term Loan A and the existing Term Loan B (collectively, the "Existing Term Loans") are $24,936,840.83 and $6,871,348.19, respectively. Borrower, Agent and Lenders agree that a portion of the Existing Term Loans shall continue as the Term Loans hereunder, each without in any way causing a novation of any of Borrower's obligations under the Existing Credit Agreement. On the Restatement Effective Date, Borrower shall repurchase, repay, or otherwise purchase all Loans of the Exiting Lenders, pursuant to the Repurchase Agreement, at a price equal to ninety percent (90%) of the principal outstanding amount of such Loans. After giving effect to such repayment, purchase or repurchase, the Indebtedness or other obligations evidenced by the Loans held by the Exiting Lenders will be terminated and extinguished and of no further force or effect, and Borrower and its Subsidiaries will have no further obligations or liabilities with respect to any such terminated and extinguished Loans under this Agreement, any other Loan Document, the Existing Credit Agreement, or any agreement or note entered into in connection with the Existing Credit Agreement. After giving effect to such repurchase, (i) Subject to on the terms and conditions hereofRestatement Effective Date, (x) each Lender holding a Closing Date the outstanding principal balances of Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date A and Term Loan Commitment”B shall be $4,000,000 and $1,000,000, as such amount may be adjusted or reduced pursuant to the terms hereof respectively, and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The from and after the Restatement Effective Date, each of the Exiting Lenders shall cease to be a Lender and shall have no further rights or obligations under the Loan Documents (but shall continue to be a beneficiary of subsections 1.8, 1.9, and 9.1 of the Existing Credit Agreement). Collectively Term Loan A and Term Loan B will be referred to as the "Term Loans, except as hereinafter provided, shall, at ". Borrower shall repay the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing through periodic payments on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) dates and in the case of Closing Date Term Loans, does not exceed the Closing Date amounts indicated below ("Scheduled Installments"). Any Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder repaid may not be reborrowed.. March 31, 2003 $166,667 $4,167 June 30, 2003 $166,667 $4,167 September 30, 2003 $166,667 $4,167 December 31, 2003 $166,667 $4,167 March 31, 2004 $166,667 $4,167 June 30, 2004 $166,667 $4,167 September 30, 2004 $166,667 $4,167 December 31, 2004 $166,667 $4,167 March 31, 2005 $166,667 $4,167 June 30, 2005 $166,667 $4,167 September 30, 2005 $166,667 $4,167 November 30, 2005 The remaining unpaid principal balance of Term Loan A The remaining unpaid principal balance of Term Loan B

Term Loans. (i) Subject to the provisions of §2.5 and the other terms and conditions hereofset forth in this Agreement, (x) each Lender holding a Closing Date of the Term Loan Commitment Lenders severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) lend to the Borrower in an aggregate principal amount not to exceed and the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Borrower may borrow from each Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Commitment Period (and with respect to the New Term Loans only, during the New Term Loan Commitment Period, subject Period applicable to such New Term Loan) upon notice by the Borrower to the terms and conditions Administrative Agent given in accordance with §2.5 hereof, delayed draw term loans on no more than two occasions such Term Loans as are requested by the Borrower (each, a “Delayed Draw Term LoanBorrowing”) up to a maximum aggregate principal amount (after giving effect to all amounts requested and all previous Term Borrowings) equal to such Lender’s Term Commitment; provided that (i) the aggregate amount of the Term Loans (after giving effect to all amounts requested and all previous Term Borrowings) made hereunder shall not at any time exceed the aggregate Term Commitments in effect at such time, (ii) each Term Borrowing shall be in a minimum amount of $20,000,000, (iii) the Borrower shall make Term Borrowings in an aggregate principal amount not equal to exceed at least 50% of the amount set forth opposite such lender’s name aggregate Term Commitments on or before July 25, 2017, unless the Borrower terminates a portion of the unused Term Commitments by either making an affirmative election in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as accordance with §2.10(b) hereof or borrowing less than such amount may and thereby making a deemed election in accordance with §2.10(c) hereof, and (iv) all Term Borrowings shall be adjusted or reduced pursuant made no later than the last day of the Term Commitment Period. The Term Commitments, with respect to the terms and conditions hereof. (ii) The making of the Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing expire on the first last day of the period described in this clause Term Commitment Period (Bother than with respect to New Term Loans which shall expire on the last day of the applicable New Term Loan Commitment Period) (regardless of the failure of the Borrower to request Term Borrowings or the failure of the Borrower to fully utilize the Term Commitments). (iii) . The Term Loans shall be made by pro rata in accordance with each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Lender’s Term Commitment Percentage. Each request for a Term Loan Commitment made pursuant to §2.5 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §10 have been satisfied or waived in accordance with §25 and that the conditions set forth in §11 have been satisfied on the date of such Lender request and (y) in the case of Delayed Draw Term Loans made will be satisfied on the Closing Dateproposed Drawdown Date of the requested Term Loan, when aggregated with all Delayed Draw provided that the making of such representation and warranty by the Borrower shall not limit the right of any Term Loans made under subsection 2.1(a)(i)(y), does Lender not exceed the Delayed Draw to lend if such conditions have not been met. No Term Loan Commitment shall be required to be made by any Term Lender unless all of such Lender on the Closing Date conditions contained in §10 have been satisfied or waived in accordance with §25 and (C) all of the conditions set forth in §11 have been met at the case time of Delayed Draw any request for a Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedLoan.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement (including Section 3.1), (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one each Lender agrees (severally, not jointly or more jointly and severally) to make term loans (each, a the “Closing Date Term LoanLoans”) to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and . (yb) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject Subject to the terms and conditions hereofof this Agreement (including Section 3.2), delayed draw term during the Delayed Draw Availability Period, each Lender agrees (severally, not jointly or jointly and severally) to make its Pro Rata Share of loans on no more than two occasions (each, a the “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan CommitmentLoans”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, together with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does the “Term Loans”) to Borrower in amounts requested by such Borrower from time to time not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not to exceed the Delayed Draw Term Loan Commitment Limit. (c) The Closing Date Term Loans may be repaid or prepaid in accordance with the provisions of such Lender this Agreement, but once repaid or prepaid may not be reborrowed. The outstanding principal amount of the Closing Date Term Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable in full on the Closing Date Term Loan Maturity Date or, if earlier, on the date on which they are required to be repaid or prepaid in whole or in part or declared due and payable, in each case pursuant to the terms of this Agreement. (Cd) During the Revolving Loan Period and Delayed Draw Availability Period, each Delayed Draw Term Loan may be repaid or prepaid in accordance with the case provisions of this Agreement, and once repaid or prepaid, such Delayed Draw Term Loan may be reborrowed at any time; provided that, the aggregate amount of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not outstanding shall never exceed the unused and available Delayed Draw Term Loan Commitment Limit. The outstanding principal amount of such Lender at such time. Once repaidthe Delayed Draw Term Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable in full on the Delayed Draw Term Loans incurred hereunder may not Loan Maturity Date or, if earlier, on the date on which they are required to be reborrowedrepaid or prepaid in whole or in part or declared due and payable, in each case pursuant to the terms of this Agreement.

Term Loans. (ia) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Xxxxxx’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Xxxxxx’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate. (c) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, one or more term loans (each such term loan, a “Tranche B Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Xxxxxx’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Delayed Draw Term Loans: Once repaid, Tranche B Delayed Draw Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), the Tranche B Delayed Draw Commitment of each Lender shall terminate. (d) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Refinancing Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Effective Date, one or more term loans (each such term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and hereof, which Tranche B Refinancing Term Loans: Once repaid, Tranche B Refinancing Term Loans incurred hereunder may not be reborrowed. On the First Incremental Amendment Effective Date (y) each Lender holding a Delayed Draw after giving effect to the incurrence of Tranche B Refinancing Term Loans on such date), the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate. (e) Subject to the conditions set forth in the Third Amendment and in accordance with the terms hereof, each Tranche C Term Lender severally agrees to make, in Dollars, from time to time during in a single draw on the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw Third Amendment Closing Date one or more term loans (each such term loan made on no more than two occasions (eachthe Third Amendment Closing Date, a “Delayed Draw Tranche C Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lenderLender’s name in Schedule A-2 under the heading “Delayed Draw Tranche C Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The , which Tranche C Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. : Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Closing Date (after giving effect to the incurrence of Tranche C Term Loans on such date), the Tranche C Term Loan Commitment of each Lender shall terminate. (f) Subject to the conditions set forth in the Fourth Amendment and in accordance with the terms hereof, each Tranche D Term Lender severally agrees to make, in Dollars, in a single draw on the Fourth Amendment Closing Date one or more term loans (each such term loan made on the Fourth Amendment Closing Date, a “Tranche D Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-3 under the heading “Tranche D Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche D Term Loans: Once repaid, Tranche D Term Loans incurred hereunder may not be reborrowed. On the Fourth Amendment Closing Date (after giving effect to the incurrence of Tranche D Term Loans on such date), the Tranche D Term Loan Commitment of each Lender shall terminate. (g) Subject to the conditions set forth in the Fifth Amendment and in accordance with the terms hereof, each Tranche E Term Lender severally agrees to make, in Dollars, in a single draw on the Fifth Amendment Closing Date one or more term loans (each such term loan made on the Fifth Amendment Closing Date, a “Tranche E Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-4 under the heading “Tranche E Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche E Term Loans: Once repaid, Tranche E Term Loans incurred hereunder may not be reborrowed. On the Fifth Amendment Closing Date (after giving effect to the incurrence of Tranche E Term Loans on such date), the Tranche E Term Loan Commitment of each Lender shall terminate. (h) Subject to the conditions set forth in the Seventh Amendment and in accordance with the terms hereof, each Tranche F Term Lender severally agrees to make, in Dollars, in a single draw on the Seventh Amendment Closing Date one or more term loans (each such term loan made on the Seventh Amendment Closing Date, a “Tranche F Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-5 under the heading “Tranche F Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche F Term Loans: Once repaid, Tranche F Term Loans incurred hereunder may not be reborrowed. On the Seventh Amendment Closing Date (after giving effect to the incurrence of Tranche F Term Loans on such date), the Tranche F Term Loan Commitment of each Lender shall terminate. (i) Subject to the conditions set forth in the Eighth Amendment and in accordance with the terms hereof, each Tranche G Term Lender severally agrees to make, in Dollars, in a single draw on the Eighth Amendment Closing Date one or more term loans (each such term loan made on the Eighth Amendment Closing Date, a “Tranche G Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Xxxxxx’s name in Schedule A-6 under the heading “Tranche G Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche G Term Loans: Once repaid, Tranche G Term Loans incurred hereunder may not be reborrowed. On the Eighth Amendment Closing Date (after giving effect to the incurrence of Tranche G Term Loans on such date), the Tranche G Term Loan Commitment of each Lender shall terminate. (j) Subject to the conditions set forth in the Tenth Amendment and in accordance with the terms hereof, each Tranche H Term Lender severally agrees to make, in Dollars, in a single draw on the Tenth Amendment Closing Date one or more term loans (each such term loan made on the Tenth Amendment Closing Date, a “Tranche H Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Xxxxxx’s name in Schedule A-7 under the heading “Tranche H Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche H Term Loans: Once repaid, Tranche H Term Loans incurred hereunder may not be reborrowed. On the Tenth Amendment Closing Date (after giving effect to the incurrence of Tranche H Term Loans on such date), the Tranche H Term Loan Commitment of each Lender shall terminate.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, (x) during the term of this Agreement each Lender holding with a Closing Date Term Loan A Commitment severally agrees (severally, not jointly or jointly and severally) to makemake term loans (collectively, the "Term Loan A") to Borrower in Dollarsan amount not to exceed during any calendar year such Lender's Pro Rata Share of the Term Loan A Amount. The Term Loan A shall be available from July 1 through December 31 of each calendar year, and any outstanding Obligations under the Term Loan A at the end of each calendar year shall be repaid in full in a single draw payment due on December 31 of such year. Subject to the terms and conditions of this Agreement, and provided that all Obligations under the Term Loan A from the prior calendar year were repaid in accordance with the preceding sentence, each Lender with a Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to make Term Loan A available to Borrower for readvance between July 1 and December 31 of each subsequent calendar year until the Maturity Date in an amount not to exceed such Lender's Pro Rata Share of the applicable Term Loan A Amount. The Term Loan A Commitment shall not be available between January 1 and June 30 of any calendar year. Subject to the foregoing, the outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. (b) Subject to the terms and conditions of this Agreement, on the Closing Date, one each Lender with a Term Loan B Commitment agrees (severally, not jointly or more jointly and severally) to make term loans (eachcollectively, a “Closing Date the "Term Loan”Loan B") to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A-1 's Pro Rata Share of the Term Loan B Amount. Subject to Sections 2.4(b)(vi), 2.4(c) and 2.4(d), Borrower may, at any time, prepay all or a portion of the Term Loan B without penalty or premium. The outstanding unpaid principal balance and all accrued and unpaid interest under the heading “Closing Date Term Loan Commitment”B shall be due and payable on the earlier of (i) the Maturity Date, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedB shall constitute Obligations.

Term Loans. (i) Subject to the terms and conditions hereofset forth herein, (xi) on the Closing Date, each Term Lender severally made a Term Loan to the Borrower in Dollars in a principal amount not exceeding its Term Commitment as of the Closing Date, (ii) on the Restatement Effective Date, each Term Lender severally agrees to make a 2016 Incremental Term Loan in Dollars in a principal amount not exceeding the lesser of its pro rata share of $179,055,456.34 and its 2016 Incremental Term Loan Commitment as of the Restatement Effective Date, the proceeds of which (other than a portion of which in an amount necessary to pay the consent fee described in Section 3(h)(ii) of Amendment No. 1 to the Second Amended and Restated Credit Agreement) shall be funded directly into Escrow (the “Restatement Effective Date 2016 Incremental Term Loan”) and (iii) on the date on which the Acquisition is consummated, subject to the delivery of a Notice of Borrowing in respect thereof (it being understood that such Notice of Borrowing shall be separate from the Notice of Borrowing in respect of the Borrowing of the Restatement Effective Date 2016 Incremental Term Loan) at least one Business Day prior to such date, each Term Lender holding a Closing Date 2016 Incremental Term Loan Commitment severally agrees to make, in Dollars, in make a single draw on the Closing Date, one or more term loans (each, a “Closing Date 2016 Incremental Term Loan”) Loan to the Borrower in an aggregate Dollars in a principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw exceeding its 2016 Incremental Term Loan Commitment severally agrees to makeas of such date, in Dollars, from time to time during less the Delayed Draw principal amount of the Restatement Effective Date 2016 Incremental Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw funded by such Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced Lender pursuant to the terms and conditions hereof. clause (ii) above (the “Acquisition Date 2016 Incremental Term Loan” and, together with the Restatement Effective Date 2016 Incremental Term Loan, the “2016 Incremental Term Loans”). The initial Term Loans, except as hereinafter provided, shall, at the option of Restatement Effective Date 2016 Incremental Term Loan and the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Acquisition Date has occurred, all Closing Date 2016 Incremental Term Loans shall be maintained during a single tranche of Term Loans for all purposes under this Agreement, and to carry out such purpose, on the date of the making of any 2016 Incremental Term Loan, notwithstanding anything to the contrary set forth in Section 2.06, such 2016 Incremental Term Loan maybe allocated to (Aand form part of) the first week following respective Borrowings of the existing Term Loans (whether in Base Rate Loans or Eurodollar Loan of various Interest Periods) on a pro rata basis, in each case as determined by the Administrative Agent in consultation with the Borrower. The Term Borrowing shall be made from the several Term Lenders ratably in proportion to their respective Term Commitments. The Term Commitments are not revolving in nature and any amounts repaid or prepaid prior to the Term Loan Maturity Date may not be reborrowed. Any Term Commitments not funded on the Closing Date as ABR Loans and or the Restatement Effective Date (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date 2016 Incremental Term Loan Commitment of such Lender and (yCommitments) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not will be reborrowedterminated.

Term Loans. (i) Subject to the terms and conditions hereoflast sentence of this Section 2.05(a)(ii), the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part (xA) each Lender holding a Closing Date Term Loan Commitment severally agrees prior to make, in Dollars, in a single draw on one (1) year from the Closing Date, one or more term loans subject to a prepayment charge of three percent (each, a “Closing Date Term Loan”3%) to the Borrower in an aggregate principal amount not to exceed of the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”prepaid, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following after one (1) year from the Closing Date, shall be maintained as without premium, charge or penalty; provided that (x) ABR Loans or such notice must be received by the Administrative Agent not later than 2:00 p.m. at least fifteen (15) days prior to any date of prepayment of any Term Loans; (y) any prepayment of Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Rate Loans shall be made by in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility to which such prepayment shall apply and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such Lender notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in an aggregate respect of the relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loan pursuant to this Section 2.05(a)(ii) shall be applied to the Term Facility and to the principal amount which (xrepayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility. Notwithstanding anything to the contrary contained herein, the Borrowers shall not be permitted to prepay the Term Facility pursuant to this Section 2.05(a)(ii) in during the case of Closing Date Term Loans, does not exceed period from the Closing Date Term Loan Commitment of such Lender and (y) in through the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborroweddate ten Business Days thereafter.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing DateDate each Lender with a Term Loan A Commitment agrees (severally, one not jointly or more jointly and severally) to make term loans (eachcollectively, a the “Closing Date Term LoanLoan A”) to the Borrower Borrowers in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name Pro Rata Share of the Term Loan A Amount. The Term Loan A shall be repaid on the following dates and in Schedule A-1 the following amounts: January 1, 2005, and the first day of each April, July, October, and January of each year thereafter, through and including October 1, 2008 $ 312,500 The outstanding unpaid principal balance and all accrued and unpaid interest under the heading “Closing Date Term Loan Commitment”A shall be due and payable on the date of termination of this Agreement, as such amount may be adjusted whether by its terms, by prepayment, or reduced pursuant to by acceleration. All amounts outstanding under the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject A shall constitute Obligations. (b) Subject to the terms and conditions hereofof this Agreement, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw each Lender with a Term Loan B Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan B”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of such Lender at such timethe Term Loan B Amount. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan B shall be due and payable on the date of termination of the Revolver Commitment or this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan B shall constitute Obligations. Once repaidany portion of the Term Loan B has been paid or prepaid, Term Loans incurred hereunder it may not be reborrowed.

Term Loans. (a) Subject to the terms and conditions of this Agreement, Lender will make a loan to Borrower in an amount equal to $5,000,000 ( “Term Loan A”) on the Closing Date. No part of Term Loan A may, on the repayment thereof, be redrawn or reborrowed by Borrower. The entire unpaid principal balance of, and accrued interest on, Term Loan A, if not sooner repaid, will be due and payable on the Termination Date with respect to Term Loan A. The proceeds of Term Loan A shall be used to refinance the existing Indebtedness with Capital Source, including to pay any fees, commissions and costs of accountants, consultants and attorneys related thereto, to repay other Indebtedness as reflected on the disbursement letter executed on the Closing Date and to pay closing costs. -- (b) Borrower shall execute and deliver to Lender a Term Promissory Note in the form of Exhibit 2.2(b) (the “Term Loan A Note”), dated as of the date of this Agreement, in the principal amount of $5,000,000, and bearing interest at such rates, and payable upon such terms, as specified in the Term Loan A Note. (c) Subject to the terms and conditions of this Agreement, Lender will make a loan to Borrower in an amount equal to $10,000,000 (“Term Loan B”) on the Closing Date. No part of Term Loan B may, on the repayment thereof, be redrawn or reborrowed by Borrower. The entire unpaid principal balance of, and accrued interest on, Term Loan B, if not sooner repaid, will be due and payable on the Termination Date with respect to Term Loan B. The proceeds of Term Loan B shall be used for working capital and general corporate purposes not in violation of this Agreement. (d) Borrower shall execute and deliver to Lender a Term Promissory Note in the form of Exhibit 2.2(d) (the “Term Loan B Note”), dated as of the date of this Agreement, in the principal amount of $10,000,000, and bearing interest at such rates, and payable upon such terms, as specified in the Term Loan B Note. (e) Subject to the terms and conditions of this Agreement, including the Term Loan C Draw Conditions, Lender will make a loan to Borrower in an amount equal to $2,000,000 (“Term Loan C”) on the date that all of the Term Loan C Draw Conditions have been fully satisfied (“Term Loan C Closing Date”). No part of Term Loan C may, on the repayment thereof, be redrawn or reborrowed by Borrower. The entire unpaid principal balance of, and accrued interest on, Term Loan C, if not sooner repaid, will be due and payable on the Termination Date with respect to Term Loan C. The proceeds of Term Loan C shall be used working capital purposes. (f) Borrower shall execute and deliver to Lender a Term Promissory Note in the form of Exhibit 2.2(f) (the “Term Loan C Note”), dated as of the Term Loan C Closing Date, in the principal amount of $2,000,000, and bearing interest at such rates, and payable upon such terms, as specified in the Term Loan C Note. (g) In addition to the scheduled payments of principal on the Term Loans set forth in the Term Loan Notes, the following payments shall be made to, or retained by, Lender and applied as provided in Section 2.2(h): (i) Within one Business Day after the date of receipt thereof by a Loan Party, an amount equal to 100% of the Net Proceeds from any sale of any asset (exclusive of (A) sales of Inventory in the ordinary course of business, (B) sales or other Dispositions of Equipment, the proceeds of which are used for the replacement of such Equipment as contemplated by Section 5.7, (C) Disposition of Accounts permitted by Section 5.7; and (D) Dispositions of Investments of the types described in clauses (iii), (iv) (as to cash deposits), (v), (vi), and (ix) of Section 5.9(c) so long as the proceeds thereof are reinvested in other Investments that are permitted to be owned or made as provided in Section 5.9 or in Capital Expenditures to the extent permitted by Section 5.3); -- (ii) Within one Business Day after the date of receipt thereof by a Loan Party, 100% of the Net Proceeds from any insurance or condemnation proceeds payable in respect of, or arising out of, any loss or damage to any of Borrower’s Property (other than dispositions of (i) Equipment, which is the subject of an Event of Loss, in connection with the repair or replacement of such Equipment as contemplated by Section 5.7 and (ii) the Mortgaged Property, which is the subject of an Event of Loss, in connection with the repair or replacement of such Mortgaged Property to the extent permitted by the Mortgage); and (iii) Within one Business Day after the date of receipt thereof by: (A) Parent, 100% of the Net Proceeds from any issuance by Parent or any other Loan Party of any Ownership Interests after the Closing Date (other than pursuant to an equity purchase program approved by the Board of Directors of Parent for key employees of Loan Parties so long as not more than 3% of the Ownership Interests of Parent are sold to such employees pursuant thereto), (B) any Loan Party of any dividend or distribution to a Loan Party from a Person other than a Loan Party, (C) any Loan Party from a borrowing by such Loan Party of additional Owner/Affiliate Subordinated Debt after the Closing Date, or (D) any Loan Party of a Tax Refund, or (E) any other proceeds of a Recapitalization Event (as defined in the LaSalle Intercreditor Agreement). (h) With respect to mandatory prepayments described in Section 2.2(g), such prepayments shall, absent the occurrence and continuance of an Event of Default: (i) first, be applied to the remaining installments of principal under the Term Loan C Note, in the inverse order of maturity, until Term Loan C has been paid in full, (ii) second, at any time after Term Loan C shall have been repaid in full (or, if Term Loan C is not drawn), be applied to the remaining installments of principal under the Term Loan B Note, in the inverse order of maturity, until Term Loan B has been paid in full; (iii) third, at any time after Term Loan B shall have been repaid in full, be applied to the remaining installments of principal under the Term Loan A Note, in the inverse order of maturity, until Term Loan A has been paid in full; (iv) fourth, at any time after Term Loan A shall have been repaid in full, be applied to the outstanding balance of the Revolving Loans; (v) fifth, after the Revolving Loans have been paid in full, such payments shall be applied to cash collateralize outstanding Letter of Credit Obligations; and (vi) sixth, after all Letter of Credit Obligations are fully cash collateralized, in repayment of any of the other Obligations then due and payable, and the Revolving Commitment will, at Lender’s sole option, be contemporaneously reduced by an amount deemed appropriate by Lender in the exercise of its discretion in good faith. Nothing in this Section 2.2(h) shall be construed to constitute Lender’s consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents. No partial prepayment under Section 2.2 will change the due dates or the amount of the scheduled principal payments otherwise required by the Term Loan Notes or this Agreement. -- (i) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date of the applicable Term Loan Commitment severally agrees to makeNotes and this Agreement and, in Dollars, in a single draw on the Closing Date, one or more term loans (eachif applicable, a “Closing Date LIBOR Breakage Fee (as defined in the Term Loan”) Loan Notes), Borrower may prepay the Term Loans in whole or part at any time. Any prepayment of the Term Loans will be applied to the Borrower last to mature of the payments required under the Term Loan Notes. Except as provided in an aggregate principal amount not to exceed the preceding sentence, no partial prepayment will change the due dates or the amount set forth opposite such Lender’s name in Schedule A-1 under of the heading “Closing Date scheduled payments otherwise required by the applicable Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofNotes. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereof, on or before December 31, 1998: (xi) each Lender holding a Tranche A Term Loan Amount agrees to make a Tranche A Term Loan to Company in an amount equal to such Lender's Tranche A Term Loan Amount; (ii) each Lender holding a Tranche B Term Loan Amount agrees to make a Tranche B Term Loan to Company in an amount equal to such Lender's Tranche B Term Loan Amount; and (iii) each Lender holding a Tranche C Term Loan Amount agrees to make a Tranche C Term Loan to Company in an amount equal to such Lender's Tranche C Term Loan Amount. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.12(a) and 2.13, all amounts owed hereunder with respect to the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date, Tranche B Term Loan Maturity Date and Tranche C Term Loan Maturity Date, as applicable. (a) Company shall deliver to US Facility Agent the fully executed and delivered Closing Date Certificate (which shall be deemed to be a Funding Notice with respect to the Term Loans for all purposes hereof). Promptly upon receipt by US Facility Agent of such Certificate, US Facility Agent shall notify each Lender of the proposed borrowing. (b) Each Lender shall make its Tranche A Term Amount, Tranche B Term Loan Commitment severally agrees Amount and Tranche C Term Loan Amount, as the case may be, available to make, in Dollars, in a single draw US Facility Agent at US Facility Agent's Principal Office not later than 12:00 noon (New York City time) on the Closing Date, one by wire transfer of Same Day Funds in Dollars to US Facility Agent's Principal Office. Except as provided herein, upon satisfaction or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option waiver of the Borrowerconditions precedent specified herein, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless US Facility Agent shall make the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date proceeds of such Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender available to Company on the Closing Date by causing an amount of Same Day Funds in Dollars equal to the proceeds of all such Loans received by US Facility Agent from Lenders to be credited to the account of Company at such Principal Office. (c) Each Lender shall make its Tranche A Term Amount, Tranche B Term Loan Amount and (C) in Tranche C Term Loan Amount, as the case may be, available to US facility Agent at US Facility Agent's Principal Office not later than 12:00 noon (New York City time) on the Closing date, by wire transfer of Delayed Draw Same Day Funds in Dollars to US Facility Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, US Facility Agent shall make the proceeds of such Term Loans made available to Company on he Closing Date by causing an amount of Same Day Funds in any borrowing after Dollars equal to the Closing Date, does not exceed proceeds of all such Loans received by US Facility Agent from Lenders to be credited to the unused and available Delayed Draw Term Loan Commitment account of such Lender Company at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedPrincipal Office.

Term Loans. (ia) Subject to On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions hereofset forth in this Agreement, to make a term loan (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower pursuant to such Lender’s Closing Date Term Commitment. (b) On the Amendment No. 1 Effective Date, (i) each Cashless Option Lender agrees, severally, and not jointly, to exchange its Closing Date Term Loans for a like principal amount of Tranche B Term Loans, and (ii) the Additional Tranche B Term Loan Lender agrees to make additional Tranche B Term Loans (the “Additional Tranche B Term Loans”) to the Borrower on the Amendment No. 1 Effective Date in a principal amount not to exceed its Additional Tranche B Term Loan Commitment on the Amendment No. 1 Effective Date and the Borrower shall prepay all Closing Date Term Loans of Non-Exchanging Lenders with the gross proceeds of the Additional Tranche B Term Loans and all May 2016 Incremental Loans from the gross proceeds of the Additional Tranche B Term Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date its Incremental Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (iid) The With respect to all Term Loans, (i) once prepaid or repaid, may not be reborrowed, (ii) may, except as hereinafter provided, shallset forth herein, at the option of the Borrower, be incurred and maintained as, and/or converted or Converted into, ABR Term Loans that are Base Rate Loans or Eurocurrency Eurodollar Loans; , in each case denominated in Dollars, provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iii) shall be maintained during (A) the first week following the Closing Date as ABR Loans repaid in accordance with Section 2.13(b), and (Biv) thereaftershall not exceed for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)if any. (iiik) The Term Loans shall be made by each such Lender Section 2.13(b) of the Credit Agreement is hereby amended and restated in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.its entirety as follows:

Term Loans. (i) Subject to the and upon terms and conditions hereofset forth in the Original Credit Agreement, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, Lender (as defined in Dollars, in the Original Credit Agreement) made a single draw on the Closing Date, one term loan or more term loans (each, a an “Closing Date Original Term Loan”) to the Borrower in an aggregate principal amount not to exceed on the amount set forth opposite such Lender’s name in Schedule A-1 under Closing Date. (ii) As of the heading “Closing Date Term Loan Commitment”Restatement Effective Date, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, but subject to the terms and conditions hereofset forth in this Agreement, delayed draw term loans on no more than two occasions each Term Loan Lender (eachas defined in the Original Credit Agreement) agrees that (i) (x) its Original Term Loans will, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw its 2016 Term Loan Commitment”Amount (if any), as such amount may be adjusted or reduced exchanged into 2016 Term Loans pursuant to the terms provisions of Section 2.15 and conditions hereof. the Amendment Agreement and (iiy) The the remainder of its Original Term Loans will, in an amount equal to its 2013 Term Loan Amount (if any), be reclassified as 2013 Term Loans. All accrued and unpaid interest up to, except but not including, the Restatement Effective Date, under the Original Term Loans outstanding immediately prior to the Restatement Effective Date shall have been paid to the Administrative Agent (as hereinafter provided, shalldefined in the Original Credit Agreement) for the account of each Term Loan Lender. For the avoidance of doubt the Interest Periods in effect for the Original Term Loans immediately prior to the Restatement Effective Date shall not be caused to expire on the Restatement Effective Date. The 2013 Term Loans and the 2016 Term Loans may thereafter, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless LIBOR Term Loans in accordance with Section 2.6. The 2013 Term Loans and the Administrative Agent either otherwise agrees 2016 Term Loans may be repaid or prepaid in its sole discretion accordance with the provisions hereof, but once repaid or has determined that prepaid may not be reborrowed. With respect to the Syndication Date has occurred2013 Term Lenders, on the 2013 Term Loan Maturity Date, all Closing Date outstanding 2013 Term Loans shall be maintained during (A) repaid in full. With respect to 2016 Term Lenders, on the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing 2016 Term Loan Maturity Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The all outstanding 2016 Term Loans shall be made by each such Lender repaid in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedfull.

Term Loans. (ia) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date Tranche D Term Loan Commitment Lender severally agrees to make, in Dollars, in make a single draw on the Closing Date, one or more term loans loan (eacheach such loan, a “Closing Date "Tranche D Term Loan”") to the Borrower Borrowers on the Second Restatement Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under of the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Tranche D Term Loan Commitment severally agrees to make, in Dollars, of such Lender. The Tranche D Term Loans may from time to time during be Eurodollar Loans or Base Rate Loans, as determined by the Delayed Draw Borrowers and notified to the Administrative Agent in accordance with clause (b) of this Section 2.4A and Section 2.13. (b) The entire amount of the Tranche D Term Loan shall be made in a single borrowing on the Second Restatement Effective Date. A Borrower shall give the Administrative Agent irrevocable notice (which notice must, unless otherwise agreed to by the Administrative Agent and CSFB, be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Second Restatement Effective Date) requesting that the Tranche D Term Loan Lenders make the Tranche D Term Loans on the Second Restatement Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche D Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Second Restatement Effective Date each Tranche D Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche D Term Loan or Tranche D Term Loans to be made by such Lender (which shall equal the Tranche D Term Loan Commitment Periodof such Lender). The Administrative Agent shall make available to the applicable Borrower the aggregate of the amounts made available to the Administrative Agent by the Tranche D Term Loan Lenders in like funds. (c) The Tranche D Term Loan of each Tranche D Term Loan Lender shall mature in 24 consecutive quarterly installments, subject commencing on September 30, 2003, each of which shall be in an amount equal to such Lender's Tranche D Term Loan Percentage multiplied by the amount set forth below opposite such installment: September 30, 2003 $ 3,937,500.00 December 31, 2003 $ 3,937,500.00 March 31, 2004 $ 3,937,500.00 June 30, 2004 $ 3,937,500.00 September 30, 2004 $ 3,937,500.00 December 31, 2004 $ 3,937,500.00 March 31, 2005 $ 3,937,500.00 June 30, 2005 $ 3,937,500.00 September 30, 2005 $ 3,937,500.00 December 31, 2005 $ 3,937,500.00 March 31, 2006 $ 3,937,500.00 June 30, 2006 $ 3,937,500.00 September 30, 2006 $ 3,937,500.00 December 31, 2006 $ 3,937,500.00 March 31, 2007 $ 3,937,500.00 June 30, 2007 $ 3,937,500.00 September 30, 2007 $ 3,937,500.00 December 31, 2007 $ 3,937,500.00 March 31, 2008 $ 3,937,500.00 June 30, 2008 $ 3,937,500.00 September 30, 2008 $ 59,062,500.00 December 31, 2008 $ 59,062,500.00 March 31, 2009 $ 59,062,500.00 June 30, 2009 $ 59,062,500.00 2.5 Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, delayed draw term each Revolving Credit Lender severally agrees to make revolving credit loans on no more than two occasions (each, a “Delayed Draw Term Loan”"Revolving Credit Loans") to the Borrower Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Credit Percentage of the sum of the L/C Obligations then outstanding does not to exceed the amount set forth opposite of such lender’s name Lender's Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”whole or in part, as such amount may be adjusted or reduced pursuant to and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.6 and 2.13, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Scheduled Revolving Credit Termination Date. (iib) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Borrowers shall repay all outstanding Revolving Credit Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)Revolving Credit Termination Date. (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (a) Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with the amounts set forth in Schedule 2.1; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be (i) Subject to in the terms and conditions hereofcase of LIBOR Loans, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount that is an integral multiple of $5,000,000 and not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof less than $10,000,000 and (yii) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to makein the case of ABR Loans, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount that is an integral multiple of $500,000 and not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofless than $5,000,000. (iib) The Term Each Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans, except as hereinafter the Borrower may request pursuant to Section 2.4 or 2.5, as applicable. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement and the applicable Term Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, shallhowever, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than 9 separate Borrowings being outstanding hereunder at any one time. For purposes of the calculation required by the immediately preceding sentence, LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowing, and all Borrowings of a single Interest Rate Type made on a single date shall be considered a single Borrowing if such Borrowings have a common Interest Period. (c) Subject to Section 2.6, each Lender shall make the Term Loan to be made by it hereunder on the proposed date thereof by making funds available at the option offices of the BorrowerAdministrative Agent's Agent Bank Services Department, 1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Hambousi, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Term Loan Agreement dated as of February 22, 2001) no later than 1:00 P.M. New York City time in Federal or other immediately available funds. Upon receipt of the funds to be incurred and maintained asmade available by the Lenders to fund any Borrowing hereunder, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that shall disburse such funds by depositing them into an account of the Syndication Date has occurred, all Closing Date Term Loans shall be Borrower maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Administrative Agent. Term Loans shall be made by each such Lender all the Lenders pro rata in an aggregate principal amount which accordance with Section 2.1 and this Section 2.2. (xd) in Notwithstanding any other provision of this Agreement, the case of Closing Date Term Loans, does Borrower shall not exceed be entitled to request any Borrowing if the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated Interest Period requested with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing respect thereto would end after the Closing Maturity Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement including Sections 3.1 and 3.3, (x) each Lender holding a Closing Date agrees (severally, not jointly or jointly and severally) to make initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw Loans on the Closing Date, one or more term Date (the “Initial Term Loans” and such loans (each, a comprising the “Closing Date Initial Term LoanLoan Facility”) to the Borrower Borrower, in an aggregate principal amount not to exceed the amount set forth opposite of such Lender’s name in Schedule A-1 under the heading “Closing Date Initial Term Loan Commitment”; provided, as such amount may be adjusted or reduced pursuant that after giving effect to the terms hereof and (y) each Lender holding a Delayed Draw making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Initial Borrowing Base or the Initial Term Loan Commitments then in effect. Each Lender’s Initial Term Loan Commitment severally agrees to make, in Dollars, from time to time during shall be permanently reduced immediately and without further action upon the Delayed Draw making of the Initial Term Loan Commitment Period, subject in an amount equal to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw amount of such Lender’s Pro Rata Share of such Initial Term Loan”) to the Borrower in an aggregate . Any principal amount not to exceed of the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Initial Term Loan Commitment”, as such amount may be adjusted which is repaid or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder prepaid may not be reborrowed. (b) The outstanding unpaid principal amount of the Initial Term Loans shall be repaid in consecutive monthly installments on the first Business Day of each month (each a “Payment Date”), beginning with December 1, 2023; each such monthly installment shall be in an aggregate amount equal to 1.25% of the original principal amount of the Initial Term Loan. Notwithstanding the foregoing, the last such installment in respect of the Initial Term Loan shall be in the amount necessary to repay in full the unpaid principal amount of the Initial Term Loan. The outstanding unpaid principal balance and all accrued and unpaid interest on the Initial Term Loan shall be due and payable on the earlier of (i) the Maturity Date and (ii) the date of the acceleration of the Initial Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Initial Term Loan shall constitute Obligations hereunder.

Term Loans. (ia) Subject to the terms and conditions hereofof this ---------- Agreement, each Lender with a Term Loan A Commitment or a Term Loan B Commitment, or both, as the case may be, severally agrees, to the extent it has not previously advanced to BREED any portion of its Term Loan A Commitment or Term Loan B Commitment to make (i) an Advance of the Term Loan A to the Agent on the Closing Date in an amount equal to the unfunded portion of its Applicable Commitment Percentage of the Total Term Loan A Commitment and (ii) an Advance of the Term Loan B to the Agent on the Closing Date in an amount equal to the unfunded portion of its Applicable Commitment Percentage of the Total Term Loan B Commitment. The Agent shall use the amounts of Term Loans received by it on the Closing Date to purchase from Original Lenders, without recourse, on behalf of the Lenders making Advances, their pro rata shares of outstanding Term Loans (as defined in the Original Agreement) and shall remit the proceeds of such Loans that are not used for such purpose to BREED for working capital and general corporate purposes. The principal amount of each Segment of the Term Loans outstanding hereunder from time to time shall bear interest, at BREED's election, at an interest rate per annum equal to the Base Rate or the Eurodollar Rate; provided, however, that (x) each Lender holding a Closing Date no Eurodollar Rate Segment shall have an -------- Interest Period that extends beyond the Term Loan Commitment severally agrees to make, in Dollars, in a single draw on A Maturity Date or the Closing Term Loan B Maturity Date, one or more term loans (eachas the case may be, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Eurodollar Rate Segment of each Term Loan Commitment severally agrees to makeshall be in the minimum amount of $5,000,000 and if greater, in Dollarsan integral multiple of $1,000,000, from time to time during the Delayed Draw Term Loan Commitment Periodand (z) each Eurodollar Rate Segment may, subject to the terms provisions of Sections 2.4, 2.6 and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms 2.7 and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the BorrowerArticle XI, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing repaid ------------ --- --- ---------- only on the first last day of the period described in this clause (B). (iii) The Interest Period with respect thereto. No amount of any Term Loan repaid or prepaid by BREED may be reborrowed hereunder, and no subsequent Advances of Term Loans shall be made by each such any Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of initial such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedAdvance.

Term Loans. (if) Subject Borrowers (on a joint and several basis) shall repay to Administrative Agent for the terms ratable account of the Appropriate Lenders with outstanding Initial Term Loans (A) on the last Business Day of each March, June, September and conditions hereofDecember, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to makecommencing with September 30, in Dollars2021, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not equal to exceed 0.25% of the aggregate principal amount set forth opposite such Lender’s name in Schedule A-1 under of all Initial Term Loans outstanding on the heading “Closing Date Term Loan Commitment”(or, as such amount may be adjusted or reduced pursuant to after the terms hereof and (y) each Lender holding a incurrence of any Delayed Draw Term Loan Commitment severally agrees to makeLoans incurred that will constitute part of the same class as the Initial Term Loans, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject an amount equal to the terms and conditions hereof, delayed draw term loans on no more than two occasions sum of (each, a “Delayed Draw Term Loan”1) to the Borrower in an Modified Amortization Percentage of the aggregate principal amount not of Initial Term Loans outstanding immediately prior to exceed giving effect to such incurrence and (2) the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option DOC ID - 36220401.1 Modified Amortization Percentage of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Funding Date) (which payments shall be adjusted from time to time as a result of the application of prepayments in accordance with Sections 2.12, 2.13 and 10.05(c)(iv)), together, in each case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment and (B) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans made under subsection 2.1(a)(i)(youtstanding on such date. (g) In connection with any Term Loan Increase that will constitute part of the same Class as the Initial Term Loans, the amount of the scheduled amortization payment that would otherwise be required pursuant to clause (i) above shall be increased for the Appropriate Lenders on a pro rata basis to the extent necessary to ensure that the Appropriate Lenders holding Initial Term Loans immediately prior to such new Term Loan Increase continue to receive a payment that is not less than the same amount that such Lenders would have received absent the incurrence of such Term Loan Increase (i.e., the implied amortization percentage set forth in clause (i) above shall be automatically adjusted to reflect the Modified Amortization Percentage); provided that if such Term Loan Increase are to be “fungible” with the Initial Term Loans, notwithstanding any other conditions specified in this Section 2.11(a), does not exceed the Delayed Draw amortization schedule for such “fungible” Term Loan Commitment Increase may provide for amortization based on the Modified Amortization Percentage in accordance with Section 2.11(a)(i)(A) above to ensure that such Term Loan Increase will be “fungible” with the Initial Term Loans; provided, further, that without the consent of any other Credit Party, Agent or Lender, the Borrowers and the Administrative Agent may effect such amendments to the Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.11(a)(ii). The immediately preceding sentence of this Section 2.11(a)(ii) shall supersede any provision in Section 10.05 to the contrary. (h) The principal amount of any such payment set forth in clause (i) above shall be adjusted to account for the addition of any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans to contemplate (A) the reduction in the aggregate principal amount of any Initial Term Loans that were paid down in connection with the incurrence of such Lender on the Closing Date Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, and (CB) in any increase to payments to the case extent and as required pursuant to the terms of Delayed Draw Term Loans made in any borrowing after the Closing Dateapplicable Incremental Amendment, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedExtension Amendment or Refinancing Amendment.

Term Loans. (i) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to Each notice from the Borrower in an aggregate principal amount not pursuant to exceed the amount this Section shall set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such requested amount may be adjusted or reduced pursuant to and proposed terms of the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The relevant Incremental Term Loans. Any additional bank, except as hereinafter providedfinancial institution, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans existing Lender or Eurocurrency Loans; provided other Person that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date elects to extend Incremental Term Loans shall be maintained during reasonably satisfactory to the Borrower, the Administrative Agent and the Syndication Agent (Aany such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the first week following other Loan Documents, executed by Holdings, the Closing Date Borrower, such Additional Lender and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders other than the Additional Lenders with respect to such Incremental Facility Amendment. No Lender shall be obligated to provided any Incremental Term Loans, unless it so agrees. Commitments in respect of any Incremental Term Loans shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as ABR Loans and may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) thereafterof the second proviso of Section 9.02(b)) . The effectiveness of any Incremental Facility Amendment shall, until unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date that is 90 days following the thereof (each, an “Incremental Facility Closing Date, ”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be maintained as deemed to refer to the Incremental Facility Closing Date). The proceeds of any Incremental Term Loans will be used only for general corporate purposes (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (Bincluding Permitted Acquisitions). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. (i) Subject 4.1 The Company hereby agrees to execute and deliver to CIT Equipment Term Loan Promissory Note to evidence the Equipment Term Loan to be extended by CIT. 4.2 Upon receipt of such Equipment Term Loan Promissory Note and subject to Section 2.2 of this Financing Agreement, CIT hereby agrees to extend to the terms and conditions hereof, (x) each Lender holding a Closing Date Company the Equipment Term Loan Commitment severally agrees on February 1, 2003; provided, that the outstanding principal amount of Revolving Loans (including Letters of Credit), the outstanding principal amounts under the Term Loan and the outstanding principal amounts under the Equipment Term Loan shall not exceed the Line of Credit at any time. The Company may not reborrow the principal amount of the Equipment Term Loan after repayment or prepayment thereof. 4.3 The principal amount of the Equipment Term Loan shall be repaid to makeCIT by the Company by: twelve (12) equal installments of $42,000 each, in Dollarswhereof the first such installment shall be due and payable on March 1, in a single draw 2003 and subsequent installments shall be due and payable on the Closing Datefirst Business Day of each month thereafter until this Note is paid in full; provided, one or more term loans (each, a “Closing Date Term Loan”) to that the Borrower in an aggregate entire remaining principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”then outstanding, as such amount may be adjusted or reduced pursuant to the terms hereof together with any accrued and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms unpaid interest and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms any and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Dateother amounts due hereunder, shall be maintained due and payable on February 1, 2004. 4.4 In the event this Financing Agreement or the Line of Credit is terminated by either CIT or the Company for any reason whatsoever, the Equipment Term Loan shall become due and payable on the effective date of such termination notwithstanding any provision to the contrary in the Equipment Term Loan Promissory Note or this Financing Agreement. 4.5 The Company may prepay at any time, at its option, in whole or in part, the Term Loan or the Equipment Term Loan, provided that on each such prepayment, the Company shall pay accrued interest on the principal so prepaid to the date of such prepayment. 4.6 Each prepayment shall be applied to the then last maturing installments of principal of the Term Loan or Equipment Term Loan, as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, applicable. 4.7 The Company hereby authorizes CIT to charge its Revolving Loan Account with the first amount of all obligations owing under this Section 4 as such Interest Period commencing on amounts become due. The Company confirms that any charges which CIT may so make to its Revolving Loan Account as herein provided will be made as an accommodation to the first day Company and solely at CIT’s discretion. 4.8 Paragraphs 5 and 6 of that certain Second July, 2002 Amendment to Financing Agreement dated as of July 15, 2002 between Company and CIT are hereby incorporated by reference as though set forth in this Section 4.8 of the period described in this clause (B)Financing Agreement. (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.”

Term Loans. (ia) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Closing Date Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw which Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof.Loans: (iii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Eurodollar Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B).and (iiiii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Tranche B Initial Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such timeLender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate. #88946885v8 (c) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, one or more term loans (each such term loan, a “Tranche B Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Delayed Draw Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Delayed Draw Commitment of such Lender. Once repaid, Tranche B Delayed Draw Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), the Tranche B Delayed Draw Commitment of each Lender shall terminate. (d) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Refinancing Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Effective Date, one or more term loans (each such term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Refinancing Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Refinancing Term Loan Commitment of such Lender. Once repaid, Tranche B Refinancing Term Loans incurred hereunder may not be reborrowed. On the First Incremental Amendment Effective Date (after giving effect to the incurrence of Tranche B Refinancing Term Loans on such date), the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate. #88946885v8 (e) Subject to the conditions set forth in the Third Amendment and in accordance with the terms hereof, each Tranche C Term Lender severally agrees to make, in Dollars, in a single draw on the Third Amendment Closing Date one or more term loans (each such term loan made on the Third Amendment Closing Date, a “Tranche C Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-2 under the heading “Tranche C Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche C Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche C Term Loan Commitment of such Lender. Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Closing Date (after giving effect to the incurrence of Tranche C Term Loans on such date), the Tranche C Term Loan Commitment of each Lender shall terminate.

Term Loans. The Borrower shall repay the outstanding principal amount of the Term Loans in installments on the last Business Day of each March, June, September and December and on the Maturity Date, in each case, in the respective amounts set forth in the table below (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02: Payment Dates Principal Amortization Payment (% of Outstanding Amount of Term Loans on the Closing Date (plus the Outstanding Amount of Term Loans issued pursuant to Section 2.02(g)(ii) on the issuance date thereof)) provided, that, (i) Subject to the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate final principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option repayment installment of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date, and (Aii)(A) if any principal repayment installment to be made by the first week following Borrower (other than principal repayment installments on Eurodollar Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the Closing Date next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as ABR Loans the case may be, and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall if any principal repayment installment to be made by each the Borrower on a Eurodollar Rate Loan shall come due on a day other than a Business Day, such Lender in an aggregate principal amount which (x) in repayment installment shall be extended to the case of Closing Date Term Loans, does not exceed next succeeding Business Day unless the Closing Date Term Loan Commitment result of such Lender and (y) extension would be to extend such principal repayment installment into another calendar month, in the case of Delayed Draw Term Loans made which event such principal repayment installment shall be due on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedimmediately preceding Business Day.

Term Loans. (i) Subject to and upon the terms and conditions hereofof this Agreement, (xI) each Lender holding a Closing Date Term Loan Commitment severally Borrower may request and Bank agrees to make, in Dollars, in a single draw on the Closing Date, make one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate original principal amount not to exceed $2,500,000 (each a “Tranche A Term Loan” and collectively the amount set forth opposite such Lender’s name in Schedule A-1 under “Tranche A Term Loans”) at any time from the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to through the terms hereof Availability End Date and (yII) each Lender holding a Delayed Draw Term Loan Commitment severally Borrower may request and Bank agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw make one or more additional term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate original principal amount not to exceed $2,500,000 (each a “Tranche B Term Loan” and collectively, the amount set forth opposite such lender’s name in Schedule A-2 under “Tranche B Term Loans” and together with the heading Tranche A Term Loans, each a “Delayed Draw Term Loan CommitmentLoan” and collectively, the “Term Loans”, as such amount may ) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be adjusted or reduced pursuant to the terms used for general working capital purposes and conditions hereoffor capital expenditures. (ii) The Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to June 21, 2017 shall be payable monthly in arrears beginning on the 21st day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on June 21, 2017 shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on July 21, 2017, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, except as hereinafter providedonce repaid, shall, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans any time without penalty or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B)premium. (iii) The When Borrower desires to obtain a Term Loans Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be made irrevocable) by each such Lender in an aggregate principal amount facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which (x) the Term Loan is to be made. Such notice shall be substantially in the case form of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not Exhibit C. The notice shall be reborrowedsigned by an Authorized Officer.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement, (xi) each Tranche 1 Term Lender holding severally agrees to make a Tranche 1 Term Loan to the Borrower on the Closing Date in an amount equal to such Tranche 1 Term Lender’s Tranche 1 Term Loan Commitment and (ii) during the Tranche 2 Term Loan Availability Period, each Tranche 2 Term Lender severally agrees to make, in Dollars, in make a single draw on the Closing Date, one or more term loans (each, a “Closing Date Tranche 2 Term Loan”) Loan to the Borrower from time to time on any Business Day, in an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite of such Tranche 2 Term Lender’s name in Schedule A-1 under the heading “Closing Date Tranche 2 Term Loan Commitment”; provided that after giving effect to such Term Borrowings, as such amount may the Total Outstandings shall not exceed the Aggregate Commitments; provided further that each Tranche 2 Term Borrowing shall be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount that is an integral multiple of $500,000 and not to exceed less than an aggregate amount of $1,000,000. Upon funding, the amount set forth opposite such lender’s name in Schedule A-2 under Tranche 2 Term Loans shall form a single tranche of Term Loans with the heading “Delayed Draw Tranche 1 Term Loan Commitment”, and shall be treated as such amount may one tranche hereunder in all respects. Requests for funding of a Tranche 2 Term Loan shall be adjusted or reduced pursuant given to the terms and conditions hereof. Agent by written notice (iior telephonic notice promptly confirmed in writing) The Term Loans, except as hereinafter provided, shall, at the option signed by an Authorized Officer of the Borrower, in the form of the Notice of Borrowing and at a place as may be incurred required by the Agent, no later than 3:00 p.m. at least twenty (20) Business Days in advance of the requested borrowing. Notices received by Lender after 3:00 p.m. shall be deemed received on the next Business Day. Amounts borrowed under this Section 1.1(a) and maintained as, and/or converted into, ABR repaid or prepaid may not be reborrowed and any amount drawn in respect of the Tranche 2 Term Loans or Eurocurrency Loans; provided that unless may only be borrowed one time. (b) The proceeds of the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during used solely by the Borrower to (A) repay the first week following the Closing Date as ABR Loans and Existing Indebtedness, (B) thereafterfund the Obligors’ growth initiatives, until the date that is 90 days following the Closing Date, shall be maintained as (xC) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, pay fees and expenses incurred in connection with the first such Interest Period commencing on foregoing, and (D) for general corporate purposes. In no event may the first day proceeds of the period described in this clause (B). (iii) Term Loans be used to purchase or to carry, or to reduce, retire or refinance any Debt incurred to purchase or carry, any margin stock, as defined by Regulation U of the Board of Governors of the Federal Reserve System, or for any related purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Term Loans and interest accruing thereon shall be made evidenced by each such Lender in an aggregate principal amount which the records of the Agent (xincluding the Loan Account) in and by the case of Closing Date Term LoansNote(s). [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, does not exceed the Closing Date Term Loan Commitment of such Lender and MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (yI) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and IS NOT MATERIAL AND (CII) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedWOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Term Loans. Section 2.3(f) of the Loan Agreement is amended to read as follows: (i) Subject Borrower may make “Voluntary Prepayments” of up to $9,300,000 of the Term Loans not more often than quarterly, in integral multiples of $100,000, without premium or penalty but only under the following terms and conditions conditions: (A) as of both the date of notice of intent to make such Voluntary Prepayment and the date of making of such prepayment and after giving effect thereto, no Event of Default or act, condition or event which with the giving of notice or passage of time or both would constitute an Event of Default shall exist or have occurred, including a failure to comply with any of the provisions of Section 9.14, 9.16, 9.15 or 9.17 hereof, (B) as of both the date of notice of intent to make such Voluntary Prepayment and the date of making of such prepayment and after giving effect thereto, Borrower shall be Solvent; (C) Borrower shall have given Lender at least ten (10) Business Days prior written notice of its intent to make the Voluntary Prepayment, stating the amount of such Voluntary Prepayment and the date on which such Voluntary Prepayment is to be made; (D) As long as any portion of Term loan D is outstanding all mandatory prepayments required to be made in respect of Term Loan D, pursuant to Section 2.3(d) hereof, shall have been made; and (xE) each Lender holding a Closing Date As long as any portion of Term loan D is outstanding the amount of all Voluntary Prepayments made in any twelve (12) month rolling period may not exceed twenty five percent(25%) of Borrowers’ Excess Cash Flow for such twelve (12) month rolling period and after Term Loan Commitment severally agrees to make, D shall have been paid in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed full the amount set forth opposite of all Voluntary Prepayments made in any twelve (12) month rolling period may not exceed fifty percent (50%) of Borrowers’ Excess Cash Flow for such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and twelve (y12) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofmonth rolling period. (ii) The Term LoansBorrower may make Voluntary Prepayment in excess of $9,300,000, except as hereinafter providednot more often than quarterly, shall, at in integral multiples of $100,000; but only under the option of the Borrower, be incurred same terms and maintained as, and/or converted into, ABR Loans or Eurocurrency Loansconditions specified in Section 2.3(f)(i)(A) through(E) hereof; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurredthat, all Closing Date Term Loans such Voluntary Prepayments shall be maintained during (A) subject to the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described early termination fees specified in this clause (B)Section 3.8 hereof. (iii) The All Voluntary Prepayments shall be applied to those of the Term Loans shall be made as determined by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) to payments falling due in the case inverse order of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowedmaturity.

Term Loans. (iUnless the Agency has paid the Advance in full on the Advance Maturity Date, then, provided that the conditions precedent set forth in Section 3.04(b) Subject hereof shall have been fulfilled, the unpaid principal amount of such Advance shall be converted into, and the Bank shall be deemed to have extended to the terms and conditions hereofAgency, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans loan (each, a “Closing Date Term Loan”), and such unpaid Advance shall be deemed paid. Each Term Loan shall mature and be payable by the Agency on the Term Loan Maturity Date therefor. The Agency shall pay the principal amount of each Term Loan in twenty (20) equal quarterly installments in arrears over the term of the applicable Term Loan to be made on each Quarterly Payment Date commencing with the first Quarterly Payment Date to occur at least the three (3) months after the date on which such Term Loan was extended and continuing until paid in full on or prior to the Borrower in an aggregate Term Loan Maturity Date for such Term Loan. Subject to Section 2.02(g) hereof, interest shall accrue on the unpaid principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date of each Term Loan Commitment”from the date upon which such Term Loan is made to and including the Term Loan Maturity Date at the Term Loan Rate. Interest on each Term Loan shall be payable by the Agency, as such amount may be adjusted (i) on or reduced pursuant prior to the terms hereof and (y) each Lender holding a Delayed Draw applicable Term Loan Commitment severally agrees to makeMaturity Date for such Term Loan, monthly in Dollars, from time to time during arrears on the Delayed Draw first Business Day of each month and on the Term Loan Commitment PeriodMaturity Date, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The upon each date of prepayment of such Term LoansLoan. In the event that the principal of, except as hereinafter providedand interest on, shallany outstanding Term Loan is not paid when due, the Agency shall pay interest on the principal amount of such Term Loan and the amount of the unpaid interest, if any, on demand, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans Default Rate. Interest shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing calculated on the first day basis of the period described a year consisting of 365 days and actual days elapsed. The Agency may prepay each Term Loan, in this clause (B)whole or in part, at any time, pursuant to Section 2.02(e) below. (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed.

Term Loans. Each Lender severally and not jointly agrees to make term loans, in Dollars and in no more than three (i3) Subject Advances, to the terms and conditions hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to make, in Dollars, in a single draw Borrower on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Periodand, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions thereafter in an aggregate amount equal to such Lender's Term Loan Commitment (each, each such loan being referred to herein individually as a “Delayed Draw "Term Loan”" and collectively as the "Term Loans"); provided that (i) to the Borrower in initial Term Loans made hereunder shall not exceed an aggregate principal amount not of $22,000,000 and may only be used to exceed redeem in full the amount set forth opposite such lender’s name Borrower's 6% Convertible Subordinated Notes, to repay in Schedule A-2 under full the heading “Delayed Draw Term Loan Commitment”Indebtedness thereunder and to pay costs and expenses incurred by the Borrower in connection therewith, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. (ii) The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees not more than an additional $6,500,000 in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the first day of the period described in this clause (B). (iii) The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (y) in the case of Delayed Draw Term Loans may be made on to the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed Borrower during the Delayed Draw Term Loan Commitment of such Lender period commencing on the Closing Date and ending on March 15, 2005 so long as the proceeds of such Term Loans are used solely to redeem (Cbut not in any event pursuant to a notice to redeem all of the Convertible Subordinated Notes prior to March 15, 2005) certain of the Convertible Subordinated Notes, to repay a portion of the Indebtedness thereunder and to pay costs and expenses incurred by the Borrower in connection therewith and (iii) not more than an additional $6,500,000 in aggregate principal amount of Term Loans may be made to the Borrower during the period commencing on January 1, 2005 and ending on March 15, 2005 so long as the proceeds of such Term Loans are used solely to redeem (but not in any event pursuant to a notice to redeem all of the Convertible Subordinated Notes prior to March 15, 2005) certain of the Convertible Subordinated Notes, to repay a portion of the Indebtedness thereunder and to pay costs and expenses incurred by the Borrower in connection therewith. The unpaid principal balance of the Term Loans shall be repaid in sixteen (16) consecutive quarterly principal installments, payable on or before the last Business Day of each fiscal quarter of the Borrower, commencing on March 31, 2004, and continuing thereafter until the Term Loan Maturity Date, and the Term Loans shall be permanently reduced by the amount of each installment on the date payment thereof is made hereunder. Each such installment shall be in an amount equal to $875,000; provided that, notwithstanding the foregoing, the final installment on the Term Loan Maturity Date shall be in the case amount of Delayed Draw the then outstanding principal balance of the Term Loans made in Loans. In addition, notwithstanding the immediately preceding sentence, the then outstanding principal balance of the Term Loans, if any, shall be due and payable on the Term Loan Maturity Date. No installment of any borrowing after Term Loan shall be reborrowed once repaid and the Closing Date, does not exceed principal amount of each Term Loan shall permanently reduce by such amount the unused and available Delayed Draw Term Loan Commitment of such each Lender at such timeand the Aggregate Term Loan Commitment. Once repaidIn addition to the scheduled payments on the Term Loans, the Borrower (a) may make the voluntary prepayments described in Section 2.7 for credit against the scheduled payments on the Term Loans incurred hereunder may not pursuant to Section 2.7 and (b) shall make the mandatory prepayments prescribed in Section 2.2 for credit against the scheduled payments on the Term Loans pursuant to Section 2.2. Each Lender's Term Loan Commitment and the Aggregate Term Loan Commitment shall be reborrowedzero after March 15, 2005.

Term Loans. (ia) Subject to the terms and conditions hereofof this Agreement and provided that no Event of Default exists, (x) each Lender holding a Closing Date Term Loan Commitment severally agrees to makemake available to Borrower on a term basis, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, when requested from time to time during in accordance with this section, Term Loans in principal amounts aggregating up to $5,000,000.00. Borrower's obligation to repay the Delayed Draw Term Loan Commitment Period, subject to Loans will be evidenced by the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereofNote. (iib) Each Term Loan shall be payable by Borrower pursuant to an amortization schedule of up to five years, established by Lender at its discretion and documented by Lender in a written confirmation setting forth the Loan amount, advance date, and amortization schedule. The terms of the confirmation letter will be deemed correct in the absence of manifest error, and at Lender's request, Borrower shall execute additional promissory notes or other acknowledgment of the Loan terms. (c) Each Term Loans, except as hereinafter provided, shall, Loan shall bear interest at the option rate set forth in the Note. (d) Borrower shall pay principal on each Term Loan in equal monthly installments during the relevant amortization period on the fifth (5th) day of each month beginning on the fifth (5th) of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall be maintained during (A) the first week month following the Closing Date as ABR Loans funding of the Loan, and (B) thereafter, until the date that is 90 days following the Closing Date, shall be maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing pay interest monthly in arrears on the first outstanding balance of each Term Loan. Borrower shall repay on the fifth (5th) day of the last month of the amortization period described in this clause (B)all outstanding principal and accrued interest with respect to the Term Loan not previously paid. (e) The maximum amount of any Term Loan will be 100% of Borrower's confirmed cost of making the acquisition that is financed by the Term Loan, less "soft costs," as determined by the Lender for Equipment purchased, including taxes and delivery and set-up charges. (f) To request a Term Loan, Borrower shall submit to Lender a written borrowing request that includes the following information: (i) a description of the Equipment to be acquired, (ii) the cost of the acquisition and invoices or equivalent information substantiating the purchase, (iii) The Term Loans shall be made by each such Lender in an aggregate principal when the acquisition will occur, (iv) the proposed amount which (x) in of the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender to finance the acquisition, and (yv) in any other information requested by Lender regarding the case of Delayed Draw Term Loans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), does not exceed the Delayed Draw Term Loan Commitment of such Lender on or the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw proposed Collateral. Each Term Loan Commitment will be subject to Lender's prior written approval of such Lender at such time. Once repaidthe proposed terms, Term Loans incurred hereunder may not be reborrowed.including the Collateral and the relationship between the amount of the Loan and