Common use of The Loans Clause in Contracts

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to On the terms and subject to the conditions hereof, on the Revolving Credit date hereof, and thereafter from time to time prior to the Termination Date, each Conduit Lender may be availed of by in its sole discretion, and each Committed Lender shall, if (x) there is no Conduit Lender in its related Lender Group or (y) the Conduit Lender in its related Lender Group elects not to, make Loans to the Borrower in an amount, for each Lender Group, equal to its Lender Group Percentage of the Borrowers amount requested by the Borrower pursuant to Section 2.02; provided that no Lender shall make any such Loan or portion thereof to the extent that, after giving effect to such Loan: (i) the aggregate outstanding Principal Amount of the Loans funded by such Lender hereunder shall exceed its Conduit Lending Limit (in the form case of loans a Conduit Lender) or Commitment (individually in the case of a “Loan” Committed Lender); (ii) the Outstanding Loan Amount shall exceed the lesser of the Facility Limit and collectively the “Loans”Borrowing Base; or (iii) in the case of a Lender Group which has one or more Conduit Lenders, the sum of (A) the aggregate Face Amount of Commercial Paper issued by the Conduit Lender(s) in such Lender Group to fund or maintain the Loans hereunder and (B) the aggregate outstanding Principal Amount of the Loans funded hereunder by the Lenders in such Lender Group other than through the issuance of Commercial Paper, shall exceed the Lender Group Limit for such Lender Group. If there is more than one Committed Lender in a Lender Group, each such Committed Lender shall lend its Pro Rata Share of such Lender Group’s Lender Group Percentage of each requested Loan (in the case of a Lender Group which has one or more Conduit Lenders, to the extent such Loan is not made by the related Conduit Lender.(s). ) Each Loan Borrowing shall be in a minimum principal amount equal to $1,000,000 and in integral multiples of $250,000 or any greater amount that is an integral multiple of $50,000100,000 in excess thereof. Each Loan shall mature on Subject to the Termination Dateforegoing and to the limitations set forth in Section 2.05, the Borrower may borrow, prepay and reborrow the Loans hereunder. (b) Each Borrower hereby severally Borrowing shall consist of Loans having the same Interest Period and unconditionally, but not jointly or jointly and severally, promises to pay to made on the same day by each of the Lender the then unpaid principal amount of each Loan made by the Groups ratably according to their respective Lender to such Borrower Group Percentages. The first Borrowing hereunder shall occur on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4hereof. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by On the Lender from time to timeTermination Date, including (i) the amounts Commitments of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) Committed Lenders will terminate automatically without any action required on the amount part of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementPerson. (d) Each Borrower shall execute and deliver to On the Lender a promissory note evidencing the Loans Maturity Date, all of the Lender to such BorrowerLoans, substantially in the form of Exhibit A together with appropriate insertions as to date all other Borrower Obligations, shall mature and principal amount (individually a “Note” be due and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loanspayable.

The Loans. (a) Subject to On the terms and subject to the conditions hereof, from time to time during the Revolving Credit period commencing on the Closing Date and ending at the close of business on the Business Day immediately preceding the Amortization Date, each Conduit Lender may be availed of by in its sole discretion, and each Committed Lender shall, if the Conduit Lender in its related Lender Group elects not to (or if there is no Conduit Lender in its related Lender Group), make Loans to the Borrower in an amount, for each Lender Group, equal to its Lender Group Percentage of the Borrowers amount requested by the Borrower pursuant to Section 2.02; provided, that no Lender shall make any such Loan or portion thereof to the extent that, after giving effect to such Loan: (i) the aggregate outstanding Principal Amount of the Loans funded by such Lender hereunder shall exceed its Conduit Lending Limit (in the form case of loans a Conduit Lender) or Commitment (individually in the case of a “Committed Lender); (ii) the Aggregate Loan Principal Balance shall exceed the lesser of the Facility Limit and the Borrowing Base; or (iii) the sum of (A) the aggregate Face Amount of Commercial Paper issued by the Conduit Lender(s) in such Lender Group to fund or maintain the Loans hereunder and (B) the aggregate outstanding Principal Amount of the Loans funded hereunder by the Lenders in such Lender Group other than through the issuance of Commercial Paper, shall exceed the Lender Group Limit for such Lender Group. If there is more than one Committed Lender in a Lender Group, each such Committed Lender shall lend its Pro Rata Share of such Lender Group’s Lender Group Percentage of each requested Loan” and collectively , to the “Loans”)extent such Loan is not made by the related Conduit Lender. Each Loan Borrowing shall be in a minimum principal amount equal to $1,000,000 and in integral multiples of $250,000 or any greater amount that is an integral multiple of $50,000100,000 in excess thereof. Each Loan shall mature on Subject to the Termination Dateforegoing and to the limitations set forth in Section 2.05, the Borrower may borrow, prepay and reborrow the Loans hereunder. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to Borrowing shall consist of Loans made on the same day by each of the Lender Groups ratably according to their respective Lender Group Percentages. No Lender shall fund any portion of any Loan with the then unpaid principal amount “plan assets” of each Loan made by any “benefit plan investor” within the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount meaning of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.43(42) of ERISA. (c) The Each Lender (or its related Managing Agent) shall maintain in accordance with its usual practice an account or accounts evidencing Loans the indebtedness of the Borrower to such Lender resulting from each Loan made to each Borrower by the such Lender from time to time, including (i) the amounts outstanding principal balance of principal such Loans and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Interest payable and paid to such Lender from each Borrowertime to time hereunder. The entries made in the such accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, Lenders shall be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, recorded therein; provided, however, that the failure of the any Lender to maintain any such account, accounts or any error therein, therein shall not in any manner affect the obligation of any the Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to On the Lender a promissory note evidencing Amortization Date, the Loans Commitments of the Lender to such Borrower, substantially in Committed Lenders will terminate automatically without any action required on the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount part of any Note stated Person. The Aggregate Loan Principal Balance, together with all other Borrower Obligations, shall mature and be due and payable in full in cash on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansMaturity Date.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, the Revolving Credit may be availed of by each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount case of the Loans made to such Borrower from time to time outstanding from the date hereof until payment Global Lenders, in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account one or accounts evidencing Loans made to each Borrower by the Lender more Alternative Currencies from time to time, including on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the amounts aggregate Outstanding Amount of principal and interest due and payable or to become due and payable from each Borrower to all Revolving Loans, plus the Lender hereunderaggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the amount aggregate Outstanding Amount of the Revolving Loans of any sum received by the Lender from each Borrower. The entries made in the accounts Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender maintained pursuant to this Section 1.2(c) shall, (other than in the case of manifest error, Non-Global Lenders) severally agrees to the extent permitted by applicable law, be prima facie evidence make Revolving Loans (without application of the existence and amounts Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the obligations Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each of the Borrowers therein recordedcase, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that the failure of the Lender after giving effect to maintain any such accountBorrowing, or any error therein, (i) the Total Outstandings shall not in any manner affect exceed the obligation of any Borrower to repay Aggregate Commitments, (with applicable interestii) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum aggregate Outstanding Amount of all Loans made of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. (a) Subject to On the terms and subject to the conditions hereof, on the Revolving Credit Closing Date, and thereafter from time to time prior to the Termination Date, each Conduit Lender may be availed of by in its sole discretion, and each Committed Lender shall, if the Conduit Lender in its related Lender Group elects not to, make Loans to the Borrower in an amount, for each Lender Group, equal to its Lender Group Percentage of the Borrowers amount requested by the Borrower pursuant to Section 2.02; provided, that no Lender shall make any such Loan or portion thereof to the extent that, after giving effect to such Loan: (i) the aggregate outstanding Principal Amount of the Loans funded by such Lender hereunder shall exceed its Conduit Lending Limit (in the form case of loans a Conduit Lender) or Commitment (individually in the case of a “Committed Lender); (ii) the Outstanding Loan Amount shall exceed the lesser of the Facility Limit and the Borrowing Base; or (iii) the sum of (A) the aggregate Face Amount of Commercial Paper issued by the Conduit Lender(s) in such Lender Group to fund or maintain the Loans hereunder and (B) the aggregate outstanding Principal Amount of the Loans funded hereunder by the Lenders in such Lender Group other than through the issuance of Commercial Paper, shall exceed the Lender Group Limit for such Lender Group. If there is more than one Committed Lender in a Lender Group, each such Committed Lender shall lend its Pro Rata Share of such Lender Group’s Lender Group Percentage of each requested Loan” and collectively , to the “Loans”)extent such Loan is not made by the related Conduit Lender. Each Loan Borrowing shall be in a minimum principal amount equal to $500,000 and in integral multiples of $250,000 100,000 in excess thereof; provided, that for any period during which the Facility Limit exceeds the Outstanding Loan Amount by $500,000 or any greater less, each Borrowing shall be in a minimum principal amount that is an equal to $100,000 and in integral multiple multiples of $50,000100,000 in excess thereof. Each Loan shall mature on Subject to the Termination Dateforegoing and to the limitations set forth in Section 2.05, the Borrower may borrow, prepay and reborrow the Loans hereunder. (b) Each Borrower hereby severally Borrowing shall consist of Loans having the same Interest Period and unconditionally, but not jointly or jointly and severally, promises to pay to made on the same day by each of the Lender the then unpaid principal amount of each Loan made by the Groups ratably according to their respective Lender to such Borrower Group Percentages. The first Borrowing hereunder shall occur on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Closing Date. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by On the Lender from time to timeTermination Date, including (i) the amounts Commitments of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) Committed Lenders will terminate automatically without any action required on the amount part of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementPerson. (d) Each Borrower shall execute and deliver to On the Lender a promissory note evidencing the Loans Maturity Date, all of the Lender to such BorrowerLoans, substantially in the form of Exhibit A together with appropriate insertions as to date all other Borrower Obligations, shall mature and principal amount (individually a “Note” be due and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loanspayable.

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of revolving loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 500,000 or any greater amount that is an integral multiple of $50,000100,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.41.6. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory revolving credit note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the such Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (ai) Subject Each Lender severally agrees, on and subject to the terms and conditions hereofof this Agreement, to make loans to the Revolving Credit may be availed of by each of the Borrowers in the form of loans Borrower under this Section 2.01(a)(i) (individually each, a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from on any Business Day during the date hereof until payment Availability Period, in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual aggregate principal amount at any one time outstanding up to but not exceeding the Commitment of such Lender and, as to all Lenders, in an aggregate principal amount at any one time outstanding up to but not exceeding the Aggregate Borrowing Availability (or the Alternate Currency Equivalent thereof). (ii) Each Loan and owing all L/C Exposure shall automatically be deemed to be a Tranche A Loan and Tranche A L/C Exposure except to the extent that as a result thereof the Tranche A Availability would, immediately after giving effect thereto, be less than zero, and the excess from time to time shall automatically be deemed to be a Tranche B Loan or Tranche X X/C Exposure, as the case may be. (iii) ABR Loans shall be denominated in Dollars, and Eurocurrency Loans may be denominated in Dollars or one or more Alternate Currencies. (iv) Anything in this Agreement to the contrary notwithstanding, (A) the Total Credit Exposure under each Tranche shall not at any time exceed the lesser of (x) the Borrowing Base for such Tranche and (y) the Availability for such Tranche (without prejudice however to the provisions of Section 3.06(b) and (c) relating to the timing of certain mandatory prepayments), and (B) the Total Credit Exposure for both Tranches shall not at any time exceed the then Aggregate Facility Amount. (v) Within such limits, the Borrower may from time to time borrow under this Section 2.01, prepay Loans in whole or in part pursuant to Section 3.06(a) and reborrow under this Section 2.01. (vi) The Borrower shall use the proceeds of the Loans solely for general corporate purposes, including the acquisition and funding of investments as permitted by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received Partnership Agreement and by the Lender with respect to such Loansthis Agreement.

The Loans. (a) Subject to On the terms and subject to the conditions hereof, on the Revolving Credit Closing Date, and thereafter from time to time prior to the Termination Date, each Conduit Lender may be availed of by in its sole discretion, and each Committed Lender shall if the Conduit Lender in its related Lender Group elects not to do so, make Loans to the Borrower in an amount in any Approved Currency, for each Lender Group, equal to its Lender Group Percentage of the Borrowers amount requested by the Borrower pursuant to Section 2.02; provided that, after giving effect to such Loans: (i) the aggregate outstanding principal amount of the Loans for any Lender Group (in Dollars or the form Dollar Equivalent) shall not exceed its Lender Group Limit; and (ii) the aggregate outstanding principal amount of loans the Loans for all Lenders (individually in Dollars or the Dollar Equivalent) shall not exceed the Facility Limit. If there is more than one Committed Lender in a “Lender Group, each such Committed Lender shall lend its Pro Rata Share of such Lender Group's Lender Group Percentage of each Loan” and collectively , to the “Loans”)extent not loaned by the related Conduit Lender. Each Loan borrowing of Loans hereunder (each a "Borrowing") shall be in a minimum principal amount equal to such amount as will ensure that (x) no Lender Group's Lender Group Percentage of such Borrowing (including all Loans to be made on the applicable Borrowing Date in each Approved Currency) would be less than $250,000 1,000,000 (or any greater amount that is the Dollar Equivalent thereof) and (y) each Lender Group's Lender Group Percentage of such Borrowing would be an integral multiple of $50,000100,000 or, in the case of a Borrowing denominated in a Local Currency, 100,000 units of such Local Currency. Each Loan shall mature on Subject to the Termination Dateforegoing and to the limitations set forth in Section 2.05(d), the Borrower may borrow, prepay and reborrow the Loans hereunder. (b) The Loans made by the Lenders in any Lender Group shall be evidenced by a promissory note in the form attached hereto as Exhibit G (each, a "Note"). Each Borrower hereby severally Note shall be dated the date of this Agreement, shall be duly executed by the Borrower, shall be payable to the Funding Agent for the applicable Lender Group and unconditionally, but not jointly or jointly and severally, promises to pay shall have a stated maximum principal amount equal to the Lender the then unpaid principal amount of Group Limit for such Lender Group. Each Funding Agent may, in its discretion, enter on a schedule attached to its Note a notation (which may be computer generated) with respect to each Loan made hereunder by the Lenders in its Lender Group of (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof. The failure of any Funding Agent to make any such Borrower notation on the Termination Date (schedule to its Note shall not limit or such earlier date on which otherwise affect the obligation of the Borrower to repay the Loans become due in accordance with the terms thereof and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4hereof. (c) The Borrower may, from time to time upon at least five Business Days' prior written notice via electronic mail followed by telecopy to each Funding Agent, elect to reduce the Facility Limit, provided that after giving effect to any such reduction and any principal payments on such date, the Aggregate Principal Balance shall not exceed the Facility Limit. Any such reduction shall reduce each Lender shall maintain Group Limit (and the corresponding Conduit Lending Limit(s)) hereunder ratably in accordance with their respective Lender Group Percentages and shall reduce each Committed Lender's Commitment ratably within its usual practice an account or accounts evidencing Loans made to Lender Group in accordance with each Borrower by Committed Lender's Pro Rata Share. Once the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained Facility Limit is reduced pursuant to this Section 1.2(c2.01(c) shall, other than in it may not subsequently be reinstated without the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations consent of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementCommitted Lender. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “"Loan” " and collectively the “"Loans”"). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “"Note” " and collectively the “"Notes”"). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms conditions specified in this Agreement, each Lender agrees to lend to the Company up to the sum set forth opposite such Lender's name on Exhibit A (each, a "Credit Line," and conditions hereofcollectively, the Revolving "Total Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”Line"). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on month for the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay next nine months prior to the Lender Maturity Date (as defined below), the then unpaid Company may borrow from the Lenders the principal amount of (each a "Loan made by the Lender Amount") up to such Borrower on the Termination Date one million dollars (or such earlier date on which the Loans become due and payable pursuant to this Agreement$1,000,000). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, ; provided, however, that the failure Loan Amount shall be made on a pro rata basis from the Lenders based on the Pro Rata Percentages set forth on Exhibit A attached hereto. At the end of each month prior to the Maturity Date, the Company will inform the Lenders in writing of the next month's Loan Amount based on the Company's anticipated funding needs for the next month, and each Lender to maintain any such accountwill provide its Pro Rata Percentage, or any error thereinset forth on Exhibit A attached hereto, of the Loan Amount on the second business day after receipt of the notice of the Loan Amount. Each Loan Amount shall not in any manner affect be made against the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower issuance and delivery by the Lender in accordance with the terms Company of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing to each Lender for the Loans portion of the Loan Amount borrowed from each Lender to such Borrower(each a "Note," and collectively, the "Notes") in substantially the form attached hereto as Exhibit B. The availability of additional funding under these credit lines will be automatically cancelled in the form event of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard new external funding provided to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account Company or in case of a Note shall be sale, merger or other disposition of the sum Company such that after such event the Lenders collectively own less than fifty percent (50%) of all Loans made to such Borrower hereunder less all payments the outstanding securities of principal actually received by the Lender with respect to such LoansCompany.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, on the Revolving Credit may be availed of by each Closing Date: (a) Each Initial Lender shall, in lieu of the Borrowers cash repayment due to it on account of its Designated Existing Lender Loans pursuant to which the Company is the sole borrower and in satisfaction of such Designated Existing Lender Loans, be deemed to have made Loans to the form Company equal in amount to the product of loans (individually a “Loan” x) the Premium and collectively (y) the “Loans”). Each Loan shall be in a minimum principal amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature its Designated Existing Lender Loans on the Termination Closing Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay Lender shall make an advance to the Lender Company in Dollars equal to (i) its Commitment less (ii) the then unpaid principal amount of each Loan made by the its Designated Existing Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable deemed repaid pursuant to this AgreementSection 2.1(a). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees shall be deemed to pay have advanced to the Lender interest Company on account thereof an amount equal to the unpaid principal product of (x) the Premium and (y) the actual Dollar amount of the Loans made to advanced by such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Lender. (c) The Company shall have the right to reduce (and, in no event, increase) the Commitments to no less than $98.0 million (such Commitments being reduced ratably based on each Lender’s Pro Rata Share). Any reductions to Commitments to be made by written notice (the “Borrowing Notice”) delivered to the Administrative Agent and the Initial Lenders no fewer than three (3) Business Days prior to the Closing Date. Immediately after the making of the Loans on the Closing Date, the Loans of each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower be as set forth on Schedule 2.1(c), which Schedule shall be prepared by the Lender from time Administrative Agent and appended to time, including (i) this Agreement upon receipt of the amounts of principal Borrowing Notice and interest due and payable or to become due and payable from each Borrower prior to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementClosing Date. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans The Commitments of the Lenders hereunder are several and not joint. No failure by any Lender to such Borrower, substantially in perform its obligations under this Agreement shall relieve any other Lender or the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount Company of any Note stated on of its faceobligations hereunder, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note no Lender shall be responsible for the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the obligations of, or any action taken or omitted by, any other Lender with respect to such Loanshereunder.

The Loans. (a) Subject to Each Lender severally agrees, on the terms and conditions hereofhereinafter set forth, (a) to make a loan (each, a “Tranche A Loan”) on the Revolving Credit may Funding Date (which shall be availed of by each no later than the last day of the Borrowers Availability Period), in US Dollars, to the Borrower in an aggregate principal amount specified by the Borrower not exceeding such Lender’s Tranche A Commitment, (b) to make a loan (each, a “Tranche B Loan”) on the Funding Date (which shall be no later than the last day of the Availability Period), in US Dollars, to the Borrower in an aggregate principal amount specified by the Borrower not exceeding such Lender’s Tranche B Commitment, and (c) in the form of loans event that any Lender shall have become a Non-Funding Lender, to make a supplemental loan (individually each, a “Supplemental Loan” ”) on the Funding Date (which shall be no later than the last day of the Availability Period), in US Dollars, to the Borrower in an aggregate principal amount deemed to be requested by the Borrower under Section 2.02(d) not exceeding such Lender’s remaining Aggregate Commitment (after giving effect to all Tranche A Loans and collectively the “Loans”Tranche B Loans made by such Lender pursuant to paragraphs (a) and (b) above). Each For the avoidance of doubt, each Supplemental Loan made by a Lender in respect of its Commitment under a particular Tranche shall be a Loan of the same Tranche. Amounts repaid or prepaid in respect of the Loans may not be reborrowed. The Borrowing of Loans shall be in a minimum an aggregate principal amount of at least $250,000 100,000,000 or any greater amount that is an integral multiple of $50,000. Each Loan 1,000,000 in excess thereof and shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan be made by the Lender Lenders ratably according to such Borrower on the Termination Date their respective Aggregate Commitments (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severallyexcluding, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest errora Supplemental Borrowing, the Commitments of the Non-Funding Lenders). For the avoidance of doubt, the Borrowing of Loans shall be allocated pro rata to the extent permitted by applicable law, be prima facie evidence of Tranche A Loans and the existence and amounts of Tranche B Loans based on the obligations Commitments of each of Tranche on the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementFunding Date. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofof this Loan and Security Agreement, Lender agrees to make a loan or loans to Borrower. The maximum principal amount of any loan or loans to be made by Lender to Borrower shall be within Lender's discretion, subject to the Revolving Credit may exercise of Lender's reasonable business judgment, and shall be availed of by each of the Borrowers as stated in the form of loan commitment letter issued by Lender to Borrower, or in the event a commitment letter is not issued by Lender, in Lender's internal credit approval (each such loan or loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each referred to as the "Loan shall mature on the Termination DateAmount"). (b) Each The Loan Amount shall be repaid by Borrower hereby severally and unconditionally, but not jointly as a term loan or jointly and severally, promises to pay to term loans ("Term Loan"). The Term Loan shall be evidenced by a promissory note or notes in the Lender the then unpaid principal amount form attached hereto as Exhibit "A" ("Term Note"). The payment provisions of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Term Note shall be stated therein. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower If requested by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunderBorrower, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms and conditions of this AgreementSection 3 hereof, Lender shall make interim fundings to Borrower of a Term Loan as partial advances of the Loan Amount ("Interim Loans"). The Interim Loans shall either be for the payment of the acquisition cost of any items of Equipment delivered and accepted by Borrower prior to the expiration date of Lender's loan commitment to Borrower ("Commitment Expiration Date") or to fund progress payments to the vendor or manufacturer of the Equipment, if the making of progress payments was agreed to by Lender in its commitment or approval to make the loan or loans to Borrower. The Interim Loans shall be evidenced by promissory notes in the form attached hereto as Exhibit "B" ("Interim Note"). Interest on all Interim Loans shall be payable as provided therein. The principal amount due under the Interim Loans shall be due as provided in the Interim Notes, at which time, provided no Event of Default hereunder has occurred and is continuing or event which with the passing of time or giving of notice or both would become an Event of Default hereunder has occurred and is continuing, Lender shall consolidate all Interim Loans and convert them to a Term Loan evidenced by a Term Note or Notes. Whether or not a Term Loan is evidenced by one or more Term Notes shall be as agreed between Lender and Borrower, or in the absence of such an agreement, as decided by Lender, in the exercise of its reasonable business judgment. (d) Each Borrower shall execute and deliver In the event that the amount loaned pursuant to the Lender a promissory note evidencing Interim Loans is less than the Loans Loan Amount, subject to Borrower's compliance with the terms and conditions of this Loan and Security Agreement (including the satisfaction of the Lender conditions of borrowing set forth in Section 7 of this Loan and Security Agreement, including but not limited to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the providing Lender with respect a description of the items of Equipment), Lender shall disburse to such LoansBorrower the balance of the Loan Amount on the same date that the Interim Loans are converted into a term loan.

The Loans. (a) Subject The Lender agrees, subject to the terms and conditions hereof, the Revolving Credit may be availed of by each and satisfaction of the Borrowers in conditions precedent contained herein, to make extensions of credit to the form Customer (each such extension of loans (individually credit, a “LoanLOAN” and collectively and, collectively, the “LoansLOANS”) upon the request of the Customer in accordance with Section 2.03, (i) on any Milestone Payment Date for either the FM-5 Satellite or the FM-6 Satellite in order for the Customer to make the related Milestone Payment to the Satellite Manufacturer as provided below and (ii) during the period on or prior to December 19, 2008, from time to time but in no event more frequently than once per month in order for the Customer to reimburse itself for one or more Milestone Payments made by the Customer on or prior to such date (other than with Loan proceeds or for which reimbursement has previously been made to the Customer pursuant to this Section 2.01). Each , PROVIDED that no Loan shall exceed the Maximum Amount, and PROVIDED, FURTHER, that each Loan shall be in a minimum an amount at least equal to the full Milestone Payment (or, if less than the full Milestone Payment, $500,000 and whole number multiples of $250,000 or any greater amount that 100,000 in excess thereof) or, if the Customer is an integral multiple seeking reimbursement, $1,000,000 and whole number multiples of $50,000100,000 in excess thereof. Each Loan The Lender is authorized to make Loans under this Agreement based on written instructions received from a Responsible Officer of the Customer, and the Customer shall mature indemnify and hold the Lender harmless for any damages or losses suffered by the Lender as a result of reliance on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay such instructions. The Lender shall disburse funds to the Lender Customer by wiring the then unpaid principal amount of each Loan made under this Section 2.01 to the Customer’s Deposit Account or in such other manner and otherwise in accordance with the Customer’s instructions; PROVIDED, HOWEVER, that if at any time the Customer shall indicate in a Notice of Borrowing that all or any portion of a Loan is to be applied to make a Milestone Payment to the Satellite Manufacturer and at such time SS/L shall be the sole Lender, the Lender shall be deemed to have made such Loan (or the applicable portion thereof) upon confirmation from the Satellite Manufacturer that the proceeds of such Loan (or the applicable portion thereof) shall have been credited against the applicable Milestone Payment under the Satellite Purchase Agreement and, accordingly, the Lender shall not be obligated to wire funds to the Customer’s Deposit Account to reflect the disbursement of such Loan (or the applicable portion thereof). If at the time of delivery by the Customer of a Notice of Borrowing SS/L is not the sole lender, each Lender to such Borrower on other than SS/L shall disburse its pro rata portion of the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay Loan proceeds to the Customer’s Deposit Account or in such other manner and otherwise in accordance with the Customer’s instructions. Under no circumstances shall the Lender interest on be obligated to make any Loan if, after making such Loan, the unpaid aggregate principal amount of the Loans made to such Borrower from time to time outstanding from would exceed the date hereof until payment Commitment then in full thereof at the rates per annum, and on the dates, set forth effect. Amounts prepaid or repaid in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts respect of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, Loans may not be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreementreborrowed. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject Each Lender agrees, severally on a Pro Rata basis, on the terms set forth herein, to make Loans to the Borrower in an amount not to exceed such Lender’s Commitment. (b) Notwithstanding the foregoing, (i) Each Loan that is made shall automatically and permanently reduce the aggregate Commitments and the Commitment of each Lender. Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. The maximum amount of Loans the Lenders are committed to advance to the Borrower at any time shall be subject to and limited by the terms of the Final Order and conditions hereofthe Approved Budget. (c) The obligation of the Lenders to provide Loans on any date after the Closing Date (each such Loan, a “Delayed Draw Term Loan”) shall be subject to the Revolving Credit may be availed satisfaction on the date of by the borrowing of such Delayed Draw Term Loan of each of the Borrowers in the form of loans following conditions (individually a “Loan” and collectively the “LoansDelayed Draw Term Loan Conditions”). Each ): (A) The Final Order shall have been entered in form and substance acceptable to the Administrative Agent; (B) the Final Order shall not have been vacated, stayed, reversed, modified, or amended without the Administrative Agent’s consent and shall otherwise be in full force and effect; and (C) no motion for reconsideration of the Final Order shall have been timely filed by a Loan Party of any of their Subsidiaries; (ii) immediately before and after giving effect to the borrowing of Delayed Draw Term Loans and the use of the proceeds thereof, no Default or Event of Default shall exist; (iii) the Borrower shall have delivered to the Administrative Agent a Borrowing Request requesting such Delayed Draw Term Loans no less than three (3) Business Days prior to the desired funding date therefor; (iv) each extension of Delayed Draw Term Loans shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date.2,500,000; and (bv) Each Borrower hereby severally the representations and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount warranties of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, Party set forth in Section 1.4. Article III of this Agreement or in any other Loan Document shall be true and correct in all material respects (cwithout duplication of any materiality qualifier contained therein) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by on the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunderdate of, and upon giving effect to, such funding (ii) the amount of any sum received by the Lender from each Borrower. The entries made except for representations and warranties that expressly relate to an earlier date, in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the which case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence such representations and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note warranties shall be the sum of true and correct in all Loans made to material respects as such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansearlier date).

The Loans. (a) Subject to the terms and conditions hereofof this Loan and Security Agreement, Lender agrees to make a loan or loans to Borrower. The maximum principal amount of any loan or loans to be made by Lender to Borrower shall be within Lender's discretion, subject to the Revolving Credit may exercise of Lender's reasonable business judgment, and shall be availed of by each of the Borrowers as stated in the form of loan commitment letter issued by Lender to Borrower, or in the event a commitment letter is not issued by Lender, in Lender's internal credit approval (each such loan or loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each referred to as "the Loan shall mature on the Termination DateAmount"). (b) Each The Loan Amount shall be repaid by Borrower hereby severally and unconditionally, but not jointly as a term loan or jointly and severally, promises to pay to term loans ("Term Loan"). The Term Loan shall be evidenced by a promissory note or notes in the Lender the then unpaid principal amount form attached hereto as Exhibit "A" ("Term Note"). The payment provisions of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Term Note shall be stated therein. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower If requested by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunderborrower, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms and conditions of this AgreementSection 3 hereof. Lender shall make interim funding to Borrower of a Term Loan as partial advances of the Loan Amount ("Interim Loans"). The Interim Loans shall either be for the payment of the acquisition cost of any items of Equipment delivered and accepted by borrower prior to the expiration date of Lender's loan commitment to Borrower ("Commitment Expiration Date") or to fund progress payments to the vendor or manufacturer of the Equipment, if the making of progress payments was agreed to by Lender in its commitment or approval to make the loan or loans to Borrower. The Interim Loans shall be evidenced by promissory notes in the form attached hereto as Exhibit "B" ("Interim Note"). Interest on all Interim Loans shall be payable as provided therein. The principal amount due under the Interim Loans shall be due as provided in the Interim Notes, at which time, provided no Event of Default hereunder has occurred and is continuing or event which with the passing of time or giving of notice or both would become an Event of Default hereunder has occurred and is continuing. Lender shall consolidate all Interim Loans and convert them to a Term Loan evidenced by a Term Note or Notes. Whether or not a Term Loan is evidenced by one or more Term notes shall be as agreed between Lender and Borrower, or in the absence of such an agreement, as decided by Lender, in the exercise of its reasonable business judgment. (d) Each Borrower shall execute and deliver In the event that the amount loaned pursuant to the Lender a promissory note evidencing Interim Loans is less than the Loans Loan Amount, subject to Borrower's compliance with the terms and conditions of this Loan and Security Agreement (including the satisfaction of the conditions of borrowing set forth in Section 7 of this Loan and Security Agreement, including but not limited to providing Lender to such Borrower, substantially in with a description of the form items of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”Equipment). Without regard Lender shall disburse to Borrower the principal amount balance of any Note stated the Loan Amount on its face, the actual principal amount at any time outstanding and owing by same date that the Borrower on account of Interim Loans are converted into a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansterm loan.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees, at any time and from time to time during the Revolving Credit may be availed of by Commitment Period to make one or more loans in Dollars or Euros to Borrower (each of the Borrowers in the form of loans (individually a “"Loan” ", and collectively the “"Loans”). Each ") in an aggregate outstanding principal amount not in excess of its Loan Commitment; provided that, after giving effect to all pending requests for Loans and Letters of Credit, (i) the aggregate outstanding principal amount of Loans made in Euros by such Lender shall not exceed the Eurosublimit of such Lender, and (ii) Total Outstandings shall not exceed the lesser of (x) the Total Loan Commitment then in effect and (y) Borrowing Base Availability; and provided, further, that, (A) the aggregate amount of Acquisition Loans (as defined below) financing the acquisition of any Eligible Asset Pool shall not exceed (i) the Applicable Portfolio Percentage, times the Acquisition Price of the Related Asset Pool, in the event proceeds of such Loans shall be contributed to the capital of the acquiring Portfolio Entity, or (ii) the Acquisition Price of the Related Asset Pool, in a minimum the event proceeds of such Loans shall be loaned to the acquiring Portfolio Entity, and (B) the aggregate principal amount of $250,000 or Working Capital Loans (as defined below) outstanding, shall not at any greater amount that is an integral multiple of $50,000. Each Loan shall mature on time exceed the Termination DateWorking Capital Sublimit. (b) Each The Loans shall be used by Borrower hereby severally and unconditionallysolely (i) (A) to make advances to a Primary Obligor, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal full amount of each Loan made which advances are used by the Lender to such Borrower on the Termination Date Primary Obligor (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, as more fully set forth in other portions of this Section 1.42, in Section 6B and in other Sections of this Agreement) to make, directly or indirectly, a loan or contribution to the capital of an Eligible Portfolio Entity to be used by such entity for the acquisition of one or more Eligible Asset Pools, (B) to make advances to an Eligible Portfolio Entity, the full amount of which advances are used by such entity for the acquisition of one or more Eligible Asset Pools, or (C) if requested by Borrower in the Notice of Borrowing for such Loans, to pay any fee (including the Utilization Fee) in respect of such Loans (such Loans, "Acquisition Loans"); or (ii) for working capital and other general corporate purposes (such Loans, "Working Capital Loans"). (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made pursuant to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable Section 2.1 shall be made from each Borrower to Lender pro rata, based upon the Lender hereunder, and (ii) the amount of any sum received by the Lender from percentage that each Borrower. The entries made in the accounts Lender's Loan Commitment represents of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementTotal Loan Commitment. (d) Each Unless otherwise provided herein, all Loans denominated in Euros shall be made, maintained and continued as Eurocurrency Loans. (e) Without the consent of Agent, Borrower shall execute and deliver not be entitled to the Lender a promissory note evidencing the borrow more than four Working Capital Loans of the Lender to such Borrower, substantially or more than eight Loans in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of total in any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loanscalendar month.

The Loans. (a) Subject to Lender agrees, upon the terms and subject to the conditions hereofand relying upon the representations and warranties hereinafter set forth, to make one or more loans (each, a "Warehouse Loan" and, together, the Revolving Credit may be availed of by each of "Warehouse Loans") to Borrower up to a maximum principal amount at any one time outstanding equal to the Borrowers Commitment, during the Commitment Period. Lender further agrees, upon the terms and subject to the conditions and relying upon the representations and warranties hereinafter set forth, to make one or more loans in addition to the form of loans Warehouse Loans (individually each, a “"Supplemental Loan” and collectively " and, together, the “"Supplemental Loans”). Each Loan shall be in " and, together with the Warehouse Loans, the "Loans") to Borrower up to a minimum maximum principal amount of $250,000 or at any greater amount that is an integral multiple of $50,000. Each Loan shall mature on one time outstanding equal to the Termination DateSupplemental Commitment, during the Commitment Period. (b) Each Borrower hereby severally and unconditionallyNotwithstanding Section 2.01(a), but not jointly no Loan shall be made: (i) on a day other than a Permitted Borrowing Date; (ii) in an amount less than the applicable Minimum Borrowing Amount; (iii) in the case of a Warehouse Loan, in an amount which would exceed the Available Commitment on such day; (iv) in the case of a Warehouse Loan on or jointly and severally, promises to pay prior to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Reconciliation Report Date (or in the case of a Warehouse Loan after such earlier date on which if the Loans become due and payable pursuant to this Agreementconditions specified in Section 2.08(d) are not satisfied). Each Borrower hereby further severally, but not jointly or jointly and severallyif any of the Contracts that are listed in the related Notice of Warehouse Borrowing are Initially Pledged Additional Collateral Contracts; (v) in the case of a Warehouse Loan, agrees to pay in an amount which, when added to the Lender interest Total Warehouse Outstandings on such day (before giving effect to the unpaid principal amount of such Borrowing), would result in a Borrowing Base Deficiency; (vi) in the Loans made case of a Supplemental Loan, in an amount which would exceed the Available Supplemental Commitment on such day; or (vii) in the case of a Supplemental Loan, in an amount which, when added to the Total Supplemental Outstandings on such Borrower from time day (before giving effect to time outstanding from the date hereof until payment amount of such Borrowing), would result in full thereof at the rates per annum, and on the dates, set forth in Section 1.4a Supplemental Borrowing Base Deficiency. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing All Loans made to each Borrower by the Lender from time to timemay be borrowed, including (i) the amounts of principal repaid and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender reborrowed in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the ; provided that no Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be made hereunder during the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansTerm Loan Extension Period.

The Loans. (a) Subject at all times to all of the terms and conditions hereofof this Agreement, the Revolving Credit may be availed of by each Lender hereby agrees to make Loans to the Borrower (i) upon the satisfaction of the Borrowers conditions precedent set forth in Article IV below, in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum principal amount of $250,000 or any greater 350,000, and (ii) upon written request of the Borrower made after the 60th day after the Closing Date (but prior to the Maturity Date), in the principal amount that is an integral multiple of $50,000350,000. Each Loan The Commitment shall mature terminate and the principal of the Loans shall be due and payable in full on the Termination Maturity Date, unless sooner due and payable in accordance with any other provisions of this Agreement. (b) Each The Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to shall pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annumannum as in effect from time to time, and on at the datestimes and in the manner, set forth in Section 1.4accordance with the Note. (c) The Lender Closing Fee shall maintain be deemed earned upon the Closing Date, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. The Closing Fee shall be due and payable on the Maturity Date or the acceleration of the Obligations in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each The Borrower shall execute and deliver have the right to the Lender a promissory note evidencing prepay the Loans in whole or in part, without premium or penalty, at any time and from time to time; and the Borrower shall be required to make prepayment under certain circumstances as provided in Section 2.03 below. Each such prepayment shall be accompanied by payment of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to all unpaid accrued interest on the principal amount being prepaid, accrued to the date of prepayment. Any and all prepayments shall be applied first to unpaid accrued interest and then to principal of the Loans, provided that, if an Event of Default has occurred and is continuing, then the application of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note payments or prepayments shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received as determined by the Lender in its sole and absolute discretion. Any amounts prepaid may not be reborrowed. (e) The Loans shall be evidenced by the Note, the terms and conditions of which are hereby incorporated herein by reference and made a part hereof. (f) The Loans and the other Obligations shall be secured by the Collateral. The Lender hereby consents, acknowledges and confirms that the Obligations shall be secured on a pari passau basis with respect to the “Senior Debt” under and as defined in the Intercreditor Agreement, and shall constitute “Secured Obligations” as defined in the Security Agreement secured on a pari passu basis with all other such LoansSecured Obligations).

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made The Loans funded by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severallyhereunder shall be represented by a promissory note, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount dated as of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and hereto, issued in the maximum aggregate principal amount equal to the Commitment Amount (individually a the “Note” and collectively the “Notes”). Without regard The Borrower may, from time to time, request that the Lender make a Loan hereunder by submitting an Advance Request. Each Advance Request must be provided to the principal amount of any Note stated on its face, Lender not later than 10 Business Days after the actual principal amount at any time outstanding and owing Funding Cutoff Date (or such later date as may be agreed to by the Lender in its sole discretion) and shall include the following: (a) the Loan Amount and the proposed Funding Date for such Loan; (b) a Certificate of Occupancy issued by a City in any calendar year preceding the calendar year in which the Funding Cutoff Date occurs for each building used to determine the Loan Amount and which is not already accounted for in any prior Loan; and (c) the calculation of the Loan Amount, including the Capitalized Interest Amount, if any, and the Costs of Issuance Amount, and any supporting documentation submitted in connection with such calculation, as reasonably requested by the Lender. Upon receipt of an Advance Request that complies with the provisions of this Section 2.2, and in the absence of an ongoing Event of Default, Lender will, on the applicable Funding Date (i) pay the Funded Amount to the Borrower on account in accordance with wiring instructions provided by the Borrower; (ii) deposit into the Revenue Fund the Capitalized Interest Amount, if any; and (iii) deposit into the Costs of Issuance Fund the Costs of Issuance Amount. After the issuance of the Initial Loan, any subsequent Loans will be evidenced by the Lender revising and updating the Note as contemplated in the form of the Note provided in Exhibit A hereto, a copy of which will be provided within 10 Business Days to the Borrower upon the payment of each subsequent Loan. The Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansdelivered in Authorized Denominations via physical delivery.

The Loans. (a) Subject Upon the terms and subject to the conditions hereof, from time to time during the Revolving Period: (i) the Borrower may, in accordance with the provisions of Section 2.2, request Loans from the Lenders on any Business Day in an amount equal to the product of (x) the Net Receivables Balance of all Eligible Receivables to be acquired by the Borrower on the related Borrowing Date and (y) the Advance Rate; provided, however, that if after giving effect to the requested Loan the Net Investment would exceed the Facility Limit, the amount of such Loan shall be reduced to an amount such that after giving effect to such Loan the Net Investment equals the Facility Limit; (ii) subject to the terms and conditions hereofof this Agreement, the Revolving Credit may be availed of by each of the Borrowers Committed Lenders shall make available Loans in an amount equal to the form lesser of loans its Commitment and such Committed Lender’s pro rata share of the portion of such Loan that the Borrower requests to be made by the Committed Lenders; and (individually iii) VFCC may, at its option, make available the requested Loan, or if VFCC shall decline to make available all or any portion of any Loan requested prior to the Commitment Termination Date, subject to Section 6.2, each of the Committed Lenders shall make a “Loan in an amount equal to the lesser of its Commitment and such Committed Lender’s pro rata share of VFCC’s requested portion of the requested Loan” and collectively , it being understood that none of the “Loans”)Committed Lenders shall have any obligation to make any Loan after the Commitment Termination Date. Each Loan of the Loans, and all other Obligations, shall be secured by the Collateral as provided in a minimum amount Article XV. It is the intent of $250,000 or any greater amount that is an integral multiple VFCC to fund all Loans made by it by the issuance of $50,000. Each Loan shall mature on the Termination DateCommercial Paper Notes. (b) Each The Borrower hereby severally and unconditionallymay, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date upon at least thirty (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment 30) days’ notice in full thereof at the rates per annum, and on the dates, a form set forth in Section 1.4Exhibit III hereto to the Deal Agent, terminate in whole or reduce in part the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to at least $10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof). (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to timeFor purposes of this Agreement, including (i) the amounts of principal without limitation, Section 2.1(a)(iii), if and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable lawthat, be prima facie evidence and only for so long as, VFCC or the Deal Agent at any time determines in good faith that VFCC is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of Commercial Paper Notes in the commercial paper market of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender United States to finance any Loan or maintain its investment in any such account, Loan or any error thereinportion thereof (which determination may be based on any allocation method employed in good faith by the Deal Agent or VFCC), shall not in including by reason of market conditions or by reason of insufficient availability under any manner affect of its Liquidity Agreements or the obligation downgrading of any Borrower to repay (with applicable interest) the Loans of its Liquidity Providers, such Loan or portion thereof shall be made to such Borrower by the Lender in accordance with Committed Lenders and shall bear interest at a rate per annum equal to the terms of this AgreementAlternate Base Rate or the LIBO Rate, as applicable, rather than the CP Rate. (d) Each Borrower The Deal Agent shall execute and deliver cause an amount equal to 1% of the Net Receivables Balance related to such Loan to be deposited to the Lender a promissory note evidencing Reserve Account on the Loans date of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansLoan is funded hereunder.

The Loans. (a) Subject As of the date of this Agreement, Lender has loaned to Borrower the principal amount of $29,304,338 pursuant to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers Original Credit Agreement, which Loans remain outstanding, and are subject to the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, so long as no Unmatured Event of Default or Event of Default shall have occurred and be continuing, other than those disclosed on Schedule 2.1 attached hereto (the form "Scheduled Matters"), Lender shall: (a) disburse to Aquila Merchant Services, Inc. ("AMS") on behalf of loans (individually a “Loan” Borrower an amount equal to $1,223,727 as consideration to AMS for the termination of the ISDA Master Agreement dated September 9, 1999 between Parent Borrower and collectively AMS and the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on hedge agreements related thereto, and the Termination Date.ISDA Master Agreement dated September 9, 1999 between Subsidiary Borrower and AMS and the hedge agreements related thereto (b) Each if Lender determines that Borrower hereby severally and unconditionallyshould settle Borrower's current tax dispute (the "Jicarilla Dispute") with the Jicarilla Apache Nation (the "Nation"), but not jointly advance to Borrower, or jointly and severally, promises to pay disburse to the Lender Nation, $1,563,473.35, plus accrued interest and penalties incurred subsequent to July 16, 2002 to settle such Dispute (the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement"Jicarilla Dispute Advance"). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4.; and (c) The at the request of Borrower, after Lender has received an applicable AFE acceptable to Lender in its reasonable discretion, advance to Borrower amounts to cover costs incurred by Borrower in drilling the Wells (the "Drilling Advance"). Lender shall maintain in accordance with its usual practice an account or accounts evidencing make such advances tx Xxxrower as such costs are incurred by Borrower and documented to Lender. In no event shall the Drilling Advance exceed the difference between $2,500,000 and the Jicarilla Dispute Advance. All disbursements to AMS, the Jicarilla Advance and the Drilling Advance shall be deemed Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms for purposes of this Agreement. (d) Each Borrower , and shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing be evidenced by the Borrower Advancing Note. The Interest Rate on account of a the Advancing Note shall be the sum Interest Rate defined herein and the final maturity date of all such Advancing Note shall be the Loan Termination Date. Other than its obligations to make the advances and disbursements described in this Section 2.1, Lender shall have no obligation to make any other Loans or advances to Borrower. All advances of Loans made by Lender to Borrower may be made to the account of Parent Borrower or to such other account designated by Parent Borrower hereunder less all payments of principal actually received by the on which Lender with respect may agree, and each such Loan shall conclusively be deemed to such Loanshave been advanced jointly to Parent Borrower and Subsidiary Borrower.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees, at any time and from time to time during the Revolving Credit may be availed of by Commitment Period to make one or more loans to Borrower (each of the Borrowers in the form of loans (individually a “Loan” ”, and collectively the “Loans”). Each ) in an aggregate outstanding principal amount not in excess of its Loan shall be in a minimum Commitment; provided that the aggregate principal amount of $250,000 any Loan or any greater amount that is an integral multiple Loans shall not exceed 70% of $50,000. Each the Net Present Value of the Related Asset Pool (or, in the case of the Effective Date Loan, 65% of the Net Present Value of the Related Asset Pool refinanced with the proceeds of such Loan); and provided, further, that, after giving effect to all pending requests for Loans, Total Outstandings shall not exceed the lesser of (x) the Total Loan shall mature on the Termination DateCommitment then in effect and (y) Borrowing Base Availability. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to The Loan in the Lender the then unpaid original principal amount of each Loan $19,500,000 made on the Effective Date (the “Effective Date Loan”) shall be used by Borrower solely to repay an advance made by the Lender FC Commercial to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees make a cash distribution to pay FC Commercial in an aggregate amount equal to the Lender interest on the unpaid principal amount of the Effective Date Loan, which repayment and distribution shall, in turn, be used by FC Commercial and FirstCity to repay advances in like amount made by FirstCity and the lenders under the Revolving Acquisition Agreement. Loans made to such Borrower from time to time outstanding from after the date hereof until payment Effective Date shall be used by Borrower solely for the acquisition of one or more Eligible Asset Pools, or if requested by Borrower in full thereof at the rates per annumNotice of Borrowing for such Loans, and on to pay any fee (including the dates, set forth Utilization Fee) in Section 1.4respect of such Loans. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made pursuant to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable Section 2.1 shall be made from each Borrower to Lender pro rata, based upon the Lender hereunder, and (ii) the amount of any sum received by the Lender from percentage that each Borrower. The entries made in the accounts Lender’s Loan Commitment represents of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementTotal Loan Commitment. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject Landlord and Tenant acknowledge and agree that the Loan described in Addendum Section XXXV.D. of the Building B Lease (herein, the "HVAC Loan") shall not be made available by Landlord to Tenant and, accordingly, that all provisions of the Leases pertaining or referring to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each HVAC Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Dateare hereby deleted. (b) Each Borrower hereby severally In lieu of the HVAC Loan, Tenant has agreed to borrow and unconditionallyLandlord has agreed to make available to Tenant a loan to be used by Tenant to finance Excess System Costs and/or costs of the Tenant Improvements and Other Tenant Improvements in excess of the Allowance, but not jointly on the following terms and conditions: (i) The sum of Three Hundred Thousand and No/ 100ths Dollars ($300,000.00) (the TI Loan") shall be made available by Landlord to cover Excess System Costs and the costs of Landlord's Work in excess of the Allowance for which Tenant is responsible as provided in paragraph 2 above and the following: (A) Commencing August 11, 1995, the entire principal balance of the TI Loan (i.e., the sum of $300,000) shall commence to bear interest at the rate of eight percent (80%) per year; provided, however, in no event shall the interest payable on the TI Loan exceed the maximum amount which Landlord may legally collect under the then applicable usury law. In the event it is hereafter determined by a court of competent jurisdiction that the interest payable or jointly and severally, promises to pay paid by Tenant with respect to the Lender TI Loan shall exceed the maximum interest which Landlord may collect under the then applicable usury law, then (1) any excess amount previously paid by Tenant to Landlord shall be credited against principal of the TI Loan, or refunded to Tenant if no portion of the principal of the TI Loan then remains unpaid principal amount of each Loan made by the Lender to such Borrower and (2) interest on the Termination TI Loan subsequent to the date of such determination shall be reduced to the maximum amount which it is determined that Landlord may collect under the then applicable usury law. Interest shall accrue on the TI Loan from and after August 11, 1995. Any interest accrued on the TI Loan as of the Lease Commencement Date shall be added to principal as of the Lease Commencement Date, and shall thereafter bear interest as if principal. (or such earlier date on which the Loans become B) The TI Loan shall be repaid by Tenant to Landlord in ninety-eight (98) consecutive monthly installments, and shall be due and payable pursuant to this Agreementin full on the Expiration Date. Monthly payments shall be due on the first day of each calendar month in the Term, commencing with the month in which the Lease Commencement Date occurs (if the Lease Commencement Date falls on the first day of a month), and otherwise with the month after the month in which the Lease Commencement Date occurs. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay Prior to the Lender date that the first payment of the TI Loan is due, Landlord shall calculate the total outstanding principal balance of the TI Loan and interest on accrued thereon (which, as described in (A) above, shall accrue from and after August 11, 1995 and shall be added to principal as of the unpaid principal Lease Commencement Date) through the day before the first payment is due (collectively, the "Beginning Balance"), and shall advise Tenant of the amount of the Loans made monthly payments, which shall be an amount sufficient to such Borrower from time to time outstanding from amortize the date hereof until payment Beginning Balance in full thereof over the Term. Tenant may also, at the rates per annum, any time and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including prepay all or any part of the TI Loan without penalty. Any such payment or prepayment shall he applied first to the payment of accrued and unpaid interest and the balance to principal. (iC) Notwithstanding the amounts provisions of principal clause (B) above, the entire then unpaid balance of the TI Loan and all accrued and unpaid interest thereon shall be due and payable or in full upon the first to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.occur of:

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of revolving loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 500,000 or any greater amount that is an integral multiple of $50,000100,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.41.6. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory revolving credit note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the such Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to Each Lender severally agrees, on the terms and conditions hereofset forth herein, the Revolving Credit may be availed of by to make a term loan in Dollars to Borrower (each of the Borrowers in the form of loans (individually such loan, a “Loan” ”) on a single date which shall be a Business Day after the Closing Date and collectively on or before the Commitment Termination Date (such date, the “LoansFunding Date”), in an aggregate principal amount not to exceed the amount of such Lender’s Commitment. Each Loan After giving effect to the borrowings under this Section 2.01(a), (i) the Loans outstanding of any Lender shall not exceed such Lender’s Commitment and (ii) the aggregate amount of all Loans outstanding hereunder shall not exceed the Aggregate Commitments. Loans prepaid or repaid may not be reborrowed. Notwithstanding anything to the contrary contained herein (and without affecting any other provision hereof), the funded portion of the Loans shall be in a minimum equal to 98.0% of the principal amount of $250,000 or any greater the Loans (it being agreed that the full principal amount that is an integral multiple of $50,000. Each each such Loan shall mature will be deemed outstanding on the Termination DateFunding Date and Borrower shall be obligated to repay 100% of the principal amount of each Loan as provided hereunder). (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount The failure of each Loan made by the any Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount make its Ratable Share of the Loans made shall not relieve any other Lender of its obligation to such Borrower from time make its Ratable Share of the Loans, provided that no Lender shall be responsible for the failure of any other Lender to time outstanding from make its Ratable Share of the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Loans. (c) The Lender shall maintain in accordance with its usual practice an account In the event that the Funding Date does not occur on or accounts evidencing Loans made prior to each Borrower by the Lender from time to timeCommitment Termination Date, including then on the Commitment Termination Date (i) Borrower shall pay to Administrative Agent for the amounts account of principal and interest the Lenders a $1,000,000 fee, which fee is due and payable in immediately available funds on such date, shall not be subject to reduction by way of set-off or to become due counterclaim and payable from each Borrower to the Lender hereundershall be fully earned when paid and shall not be refundable for any reason whatsoever, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence Agreement and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure other Loan Documents shall terminate and be of the Lender to maintain any no further force and effect (other than provisions which expressly survive such account, or any error therein, termination). Borrower’s obligations under this Section 2.01(c) shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms survive termination of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be Lender hereby agrees to make Loans in a minimum principal amount of $250,000 or any greater amount that is an integral multiple of $50,000not to exceed the Maximum Credit Limit. Each Loan shall mature on If the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid aggregate outstanding principal amount of each Loan made by Loans at any time exceeds the Maximum Credit Limit, Borrower shall immediately repay such excess in full. The Obligations of Borrower under this Agreement shall at all times be absolute and unconditional. Borrower acknowledges and agrees that any obligation of Lender to such make any Advance hereunder is strictly contingent upon the satisfaction of the conditions set forth in Sections 2.3, 2.4, and 2.5 (as applicable). For each Loan, Borrower shall make (i) commencing on the Termination first Payment Date (or such earlier following the date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans such Loan is made to such Borrower from time to time outstanding from the date hereof until payment Borrower, payments on each Payment Date of interest only in full thereof arrears at the rates per annum, and on Applicable Rate during the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts Interest Only Period of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereundersuch Loan, and (ii) beginning on the amount of any sum received by the Lender from each Borrower. The entries made in the accounts first Payment Date after expiration of the Lender maintained pursuant Interest Only Period of such Loan (the “Amortization Date”), equal monthly payments on each subsequent Payment Date in an amount determined through a calculation fully amortizing the outstanding principal balance due under each Loan at the Applicable Rate over the period from the Amortization Date applicable to this Section 1.2(csuch Loan through (and including) shallthe Maturity Date of such Loan. For clarity, other than in the case of manifest error, payment schedule with respect to the extent permitted by applicable law, be prima facie evidence Tranche A Loan as of the existence Closing Date is reflected in Exhibit B attached hereto, and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender may update such payment schedule from time to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender time in accordance with the terms of the Loan Documents (as amended from time to time, the “Amortization Schedule”). In the event of any inconsistency between the Amortization Schedule and the terms of the Loan Documents (including this AgreementSection 2.1), the terms of the Loan Documents shall prevail. Borrower shall continue to comply with all of the terms and provisions hereof until all of the Obligations (other than contingent indemnification obligations) are paid and satisfied in full. After the Commitment Termination Date, no further Loans shall be available from Lender. (db) Each Borrower shall execute and deliver The initial Advance hereunder, to be funded on the Lender a promissory note evidencing the Loans Closing Date upon satisfaction of the Lender conditions in Section 2.3, shall be an amount equal to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount ten million dollars (individually a “Note” and collectively $10,000,000) (the “NotesTranche A Loan”). Without regard Thereafter, no later than the Commitment Termination Date, upon satisfaction of the conditions set forth in Sections 2.4 and 2.5 Borrower may request up to the principal amount of any Note stated on its facetwo additional Advances, each equal to seven million five hundred thousand dollars ($7,500,000), or a single additional Advance equal to fifteen million dollars ($15,000,000) (all such Advances collectively, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans“Tranche B Loan”).

The Loans. (a) Subject to Each Lender having a 364-Day Term Commitment severally agrees, on the terms and conditions set forth herein, to make a loan or loans (each such loan, a “364-Day Term Loan”) to the Borrower on the Closing Date, in an amount up to the 364-Day Term Commitment of such Lender. The Borrower may make only one borrowing of the full amount of the 364-Day Term Loans, which shall be made on the Closing Date. The 364-Day Term Loans (i) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (ii) shall not exceed for any such Lender the Revolving Credit 364-Day Term Commitment of such Lender and (iii) may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”)Base Rate Loans or Eurodollar Rate Loans as further provided herein. Each Loan Lender’s unfunded 364-Day Term Commitment shall be in a minimum amount of $250,000 terminate immediately and without further action at 5:00 p.m., New York time (daylight or any greater amount that is an integral multiple of $50,000. Each Loan shall mature standard, as applicable), on the Termination earlier of (x) the Closing Date (after giving effect to the funding of such Lender’s 364-Day Term Commitment on such date) and (y) the Expiration Date. (b) Each Borrower hereby Lender having a Three-Year Term Commitment severally agrees, on the terms and unconditionallyconditions set forth herein, but not jointly to make a loan or jointly and severallyloans (each such loan, promises to pay a “Three-Year Term Loan”) to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severallyClosing Date, but not jointly or jointly and severally, agrees to pay in an amount up to the Lender interest on Three-Year Term Commitment of such Lender. The Borrower may make only one borrowing of the unpaid principal full amount of the Loans Three-Year Term Loans, which shall be made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the datesClosing Date. The Three-Year Term Loans (i) may be repaid or prepaid in accordance with the provisions hereof, set forth in Section 1.4but once repaid or prepaid, may not be reborrowed, (ii) shall not exceed for any such Lender the Three-Year Term Commitment of such Lender and (iii) may be Base Rate Loans or Eurodollar Rate Loans as further provided herein. Each Lender’s unfunded Three-Year Term Commitment shall terminate immediately and without further action at 5:00 p.m., New York time (daylight or standard, as applicable), on the earlier of (x) the Closing Date (after giving effect to the funding of such Lender’s Three-Year Term Commitment on such date) and (y) the Expiration Date. (c) Each Lender having a Five-Year Term Commitment severally agrees, on the terms and conditions set forth herein, to make a loan or loans (each such loan, a “Five-Year Term Loan” and, together with the 364-Day Term Loans and Three-Year Term Loans, the “Loans”) to the Borrower on the Closing Date, in an amount up to the Five-Year Term Commitment of such Lender. The Lender Borrower may make only one borrowing of the full amount of the Five-Year Term Loans, which shall maintain in accordance with its usual practice an account or accounts evidencing be made on the Closing Date. The Five-Year Term Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable may be repaid or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender prepaid in accordance with the terms provisions hereof, but once repaid or prepaid, may not be reborrowed, (ii) shall not exceed for any such Lender the Five-Year Term Commitment of this Agreement. such Lender and (diii) may be Base Rate Loans or Eurodollar Rate Loans as further provided herein. Each Borrower Lender’s unfunded Five-Year Term Commitment shall execute terminate immediately and deliver without further action at 5:00 p.m., New York time (daylight or standard, as applicable), on the earlier of (x) the Closing Date (after giving effect to the Lender a promissory note evidencing funding of such Lender’s Five-Year Term Commitment on such date) and (y) the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansExpiration Date.

The Loans. (a) Subject to the terms and conditions hereof, each Conduit Lender may, in its discretion, and each Committed Lender shall, if the Revolving Credit may be availed of by each of the Borrowers in the form of related Conduit Lender determines not to, make loans (individually a “Loan” and collectively "Loans") on Contract Grant Dates during the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on ----- period from the Effective Restatement Date to the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid in an aggregate outstanding principal amount of each Loan made by the Lender not to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof exceed at the rates per annum, and on the dates, set forth in Section 1.4.any time (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest errora Conduit Lender, to the extent permitted by applicable law, be prima facie evidence lower of (A) its Lender Group's Pro Rata Share of the existence lowest of (1) the Facility Limit in effect at such time, (2) the Borrowing Base in effect at such time, and amounts (3) the Eligible Contract Pool Principal Balance in effect at such time less the Minimum O/C Amount, and (B) its Lender Group's Lender Group Limit in effect at such time, and (ii) in the case of a Committed Lender, the lower of (A) its Committed Percentage of its Lender Group's Pro Rata Share of the obligations lowest of each of (1) the Borrowers therein recordedFacility Limit in effect at such time, (2) the Borrowing Base in effect at such time, or (3) the Eligible Contract Pool Principal Balance in effect at such time less the Minimum O/C Amount, and (B) its Commitment; provided, however, that the failure first Borrowing to take place hereunder shall occur -------- ------- on the Effective Restatement Date. Each Loan made on such date and each subsequent Loan shall be made in a principal amount of greater than or equal to $5,000,000. Notwithstanding anything in the foregoing to the contrary, under no circumstances shall a Lender make any Loan if, after giving effect thereto, an O/C Shortfall or a Borrowing Base Shortfall would exist. (b) The Borrowing Base in effect on any date shall be determined by reference to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower most recent Settlement Report delivered by the Lender Servicer to the Deal Agent and each Managing Agent in accordance with Section 6.01(b) hereof, as --------------- adjusted (i) on the most recent Contract Grant Date (if any), to reflect additional Eligible Contracts sold to the Borrower by FAC and Granted to the Collateral Agent since the delivery of such Settlement Report (if any), (ii) on any Settlement Date, to reflect Collections received and applied pursuant to the terms hereof on or prior to the next preceding Determination Date, and (iii) on any Settlement Date, to eliminate from the Eligible Contract Pool Principal Balance the outstanding Principal Balance of this Agreementany Pledged Contracts which are either Defaulted Contracts or Defective Contracts, or which are otherwise not Eligible Contracts, as of the next preceding Determination Date. (dc) Each Borrower shall execute and deliver to the Lender a promissory note evidencing All of the Loans of shall mature, and become due and payable, on the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansMaturity Date.

The Loans. (a) Subject to the terms and conditions hereof, the Bank will make Revolving Loans to the Companies, jointly and severally, from time to time until the close of business on the Revolving Credit Termination Date, in such sums as Back Bay, as agent for the Companies, may be availed request, PROVIDED that the aggregate principal amount of by each all Loans at any one time outstanding hereunder shall not exceed the Commitment Amount. The Companies may borrow, prepay pursuant to Section 2.8 and reborrow, from the date of this Agreement until the Revolving Credit Termination Date, the full amount of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 Commitment Amount or any greater amount lesser sum that is at least $50,000 and an integral multiple of $50,000. Each Any Revolving Loan not repaid by the Revolving Credit Termination Date shall mature be due and payable on the Revolving Credit Termination Date. (b) Each Borrower hereby severally and unconditionallySubject to the terms hereof, but not jointly or the Bank will lend to the Companies, jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Revolving Credit Termination Date (or such earlier date on which Date, a Term Loan that shall not exceed, in the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severallyaggregate principal amount, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount lesser of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts Commitment Amount and (ii) the aggregate principal amount of principal Revolving Loans then outstanding (the "TERM LOAN"). The Term Loan shall be payable in 16 quarterly installments on the last day of each April, July, October and interest due and payable or to become due and payable from January of each Borrower year, commencing July 31, 2001, with the first 15 installments in an amount equal to the Lender sum of quarterly interest (at the Applicable Rate), plus quarterly principal in equal amounts sufficient to fully amortize the Term Loan over forty-eight (48) months, on the Revolving Credit Termination Date, each, and a final installment payable on the Term Loan Maturity Date equal to the outstanding balance of the Term Loan, together with (i) all unpaid interest thereon and all fees and other amounts due hereunder, and (ii) all amounts due under the amount Standby Letter of Credit and the Letters of Credit. (c) Provided that no Event of Default shall have occurred and be continuing, the Companies may convert all or any part (in integral multiples of $100,000) of any sum received by the Lender from each Borrower. The entries made outstanding Loan into a Loan of any other type provided for in this Agreement in the accounts same aggregate principal amount. Provided that no Event of Default shall have occurred and be continuing, the Lender maintained pursuant Companies may convert all or any part (in integral multiples of $100,000) of any outstanding LIBOR Loan to this Section 1.2(c) shallan Alternate Base Rate Loan in the same aggregate principal amount. Any such conversion shall be on any Business Day (which, other than in the case of manifest errora conversion of a LIBOR Loan, to shall be the extent permitted by applicable law, be prima facie evidence last day of the existence and amounts of Interest Period applicable to such LIBOR Loan). Back Bay shall give the obligations Bank prior notice of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, conversion (which notice shall not in any manner affect the obligation of any Borrower to repay (with applicable interestbe effective upon receipt) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementSection 2.2. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) The Bank agrees to extend a loan (the "Term --------- Loan") to the Borrower in the principal amount of Thirteen Million Six Hundred Fifty Thousand and 00/100 Dollars ($13,650,000), to be evidenced by two Term Notes (as defined below), and secured by the Pledge Agreement (as defined below) in accordance with the terms and subject to the conditions set forth in this Agreement, the Term Notes, the Pledge Agreement and the other Loan Documents. (b) The Bank further agrees to extend a revolving line of credit (the "Revolving Loan" and, collectively with the Term Loan, the "Loans") to the Borrower in the principal amount of Two Million and 00/100 Dollars ($2,000,000) to be evidenced by the Revolving Note (as defined below), and secured by the Pledge Agreement in accordance with the terms and subject to the conditions set forth in this Agreement, the Revolving Note, the Pledge Agreement and the other Loan Documents. Subject to the terms and conditions of this Agreement and the Revolving Note, the Bank shall make disbursements of the Revolving Loan to Borrower on a revolving basis (each such disbursement of the proceeds of the Revolving Loan being referred to as a "Disbursement" and all such Disbursements, including disbursements of the Term Loan, being collectively referred to as the "Disbursements"), from time to time, prior to the one year anniversary of the date of this agreement (the "Revolving Maturity Date"). Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow such sums from the Revolving Credit may be availed of by each of Bank. As a condition precedent to the Borrowers Bank's obligation to make any Disbursement, the Borrower must deliver to the Bank and the Bank must receive from the Borrower a request for such Disbursement in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 writing on or any greater amount that is an integral multiple of $50,000. Each Loan shall mature before noon on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay business day prior to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date business day on which the Loans become due Borrower desires to receive such Disbursement. Such written request for a Disbursement must include whether the Borrower elects to set the interest rate for the Disbursement at the Euro-Dollar Rate (as defined below) or the Prime Rate (as defined below) and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount duration of the Loans made to such Borrower from time to time outstanding from repayment term applicable thereto. If the date hereof until payment in full thereof repayment term of a Disbursement is less than thirty (30) days, the interest rate for the Disbursement shall be at the rates per annumPrime Rate. If the repayment term of a Disbursement is greater than thirty (30) days, and on then the dates, Borrower may elect to set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account the interest rate at the Euro-Dollar Rate or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recordedPrime Rate, provided, however, that a Disbursement bearing interest at the failure Euro-Dollar Rate shall have a fixed repayment term of 30, 60 or 90 days (the Lender to maintain "Euro-Dollar Interest Rate Period"), and provided further that any such account, or any error therein, shall not in any manner affect Disbursement bearing interest at the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note Euro-Dollar Rate shall be the sum at least $250,000 and in $100,000 increments in excess of all Loans made to such Borrower hereunder less all payments of principal actually minimum amount. If such request is timely received by the Lender with respect Bank and the other conditions precedent to the making of a Disbursement set forth in this Agreement are satisfied, the Bank shall release the requested funds to the Borrower or its designee on the next business day, provided, however, that in no event shall the Bank be obligated to release funds to the Borrower in an amount which, when added to the total amount of the then outstanding principal balance under the Revolving Note, would cause the total outstanding principal balance of the Revolving Loan to exceed $2,000,000 (the "Maximum Availability"). In the event that a Disbursement request is received by the Bank after noon on any business day, it shall be deemed to have been received on the next business day. Each request for a Disbursement shall be accompanied by evidence satisfactory to the Bank, in its sole and absolute discretion, that such Loansrequest has been duly and validly authorized, executed and delivered. Each Disbursement shall be evidenced by the Revolving Note. If, at any time, the outstanding principal balance under the Revolving Note exceeds the Maximum Availability, the Borrower will immediately pay the amount of such excess to the Bank.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Bank will make loans (the "Revolving Credit Loans A") jointly to the Borrowers from time to time until the close of business on March 31, 1999 (the "Expiration Date"), in such sums as the Borrowers may be availed request; provided, however, the aggregate principal amount of by each Revolving Loans A at any time outstanding hereunder shall not exceed $15,000,000 (the "Revolver A Commitment"). The Borrowers may borrow, prepay and reborrow from the date hereof to the Expiration Date, the full amount of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan Revolver A Commitment or any lesser sum; provided that Libor Loans shall be in a minimum an amount of at least $250,000 or any greater amount that is 100,000 and an integral multiple of $50,000100,000. Each Loan shall mature All of the outstanding principal on the Termination Revolving Loans A shall be due and payable in full on the Expiration Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay Subject to the Lender the then unpaid principal amount terms and conditions of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not the Bank will make loans (the "Revolving Loans") jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower Borrowers from time to time until the close of business on March 31, 1999 (the "Conversion Date"), in such sums as the Borrowers may request; provided, however, the aggregate principal amount of all Revolving Loans B at any time outstanding hereunder shall not exceed $30,000,000 (the "Revolver B Commitment"). The Borrowers may borrow, prepay and reborrow from the date hereof until payment to the Conversion Date, the full amount of the Revolver B Commitment or any lesser sum; provided that Libor Loans shall be in full thereof an amount of at the rates per annum, least $100,000 and on the dates, set forth in Section 1.4an integral multiple of $100,000. (c) The Lender Subject to the terms and conditions of this Agreement, the Bank and the Borrowers agree that the Revolving Loans B shall maintain convert to a term loan (the "Term Loan") on the Conversion Date in accordance with its usual practice an account the principal amount (the "Term Loan Principal") of the then outstanding principal amount of the Revolving Loans B, but in any event not in excess of the Revolver B Commitment. Any funds repaid on or accounts evidencing after the Conversion Date may not be readvanced thereafter. In the event the terms and conditions set forth in Section 2.2 for the Term Loan are not met in full as of the Conversion Date, the outstanding principal balance of the Revolving Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest B shall be due and payable in full on the Conversion Date. The Term Loan Principal shall be payable without setoff, deduction or to become counterclaim in twenty equal consecutive quarterly installments on the last day of each fiscal quarter, commencing March 31, 1999 and continuing until December 31, 2003, when all outstanding principal and accrued interest thereon shall be due and payable from each Borrower to in full without setoff, deduction or counterclaim (the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement"Maturity Date"). (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject From time to time between the date of this Note and the Maturity Date, and subject to the terms and conditions hereofrestrictions on lending under this Note contained in the Receivables Purchase Agreement, the Revolving Credit Lender may be availed of by lend to the Borrower additional sums (each of a "Loan" and, together with the Borrowers in Initial Loan, the form of loans (individually a “Loan” and collectively the “"Loans”"). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date, as provided herein. (b) Each The obligation of the Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to repay the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the aggregate unpaid principal amount of the Loans made outstanding shall be evidenced by this Note and the schedule attached hereto. The Lender is hereby authorized to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and endorse on the datesschedule or on a continuation of such schedule, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to appropriate notations regarding each Borrower Loan evidenced by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, Note; provided, however, that the failure of the Lender to maintain any such accountmake, or error in making, any error therein, notation shall not in any manner limit or otherwise affect the obligation of the Borrower hereunder. (c) When the Borrower requests a Loan in connection with the acquisition of any Receivables, the Borrower to repay (with applicable interest) the Loans made to such Borrower by shall notify the Lender in accordance with by telephone specifying the terms amount and the date on which such Loan is requested. Unless otherwise specified, the maturity of this Agreementeach such Loan shall be the Maturity Date. (d) Each Borrower The Lender agrees that on each Distribution Date, the Lender shall execute determine whether the Capital Ratio as of the end of the preceding Monthly Period equaled or exceeded the Minimum Capital Ratio. If, as of any such date, the Capital Ratio was less than the Minimum Capital Ratio, from and deliver after the date of such determination the Lender shall not increase the principal amount of this Revolving Note until the Capital Ratio is at least equal to the Minimum Capital Ratio. (e) The Lender a promissory note evidencing agrees that the Loans portion of the Lender Purchase Price paid with this Revolving Note shall not cause (a) the sum of (i) the principal amount of this Revolving Note and (ii) the outstanding principal amount of all certificates issued by the Trust that are or may be classified as debt for federal income tax purposes to such Borrower, substantially exceed (b) 80% of (x) the aggregate amount of Principal Receivables and amounts on deposit in the form of Exhibit A with appropriate insertions as to date and principal amount Special Funding Account minus (individually a “Note” and collectively the “Notes”). Without regard to y) the principal amount of any Note stated on its faceSupplemental Certificate, Participation Interest and any other interest in the actual principal amount at any time outstanding and owing Transferor's Interest not held by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansTransferor.

The Loans. 1.1 The indebtedness secured by this Deed of Trust is the result of revolving loans of up to $14,000,000.00 (athe "Revolving Loans") Subject made from time to time by the Lender to the terms Grantor and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers term loan in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum principal amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on 4,969,659.00 (the Termination Date. (b"Term Loan") Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable Grantor, all pursuant to this that certain Amended and Restated Loan and Security Agreement). Each Borrower hereby further severally, but not jointly dated as of December __, 1996 (as the same may be amended, modified, supplemented or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender restated from time to time, including the "Loan Agreement") and as evidenced by the terms of the Amended and Restated Revolving Credit Note dated December __, 1996 made by the Grantor in favor of the Lender in the principal amount of $14,000,000.00 and the Amended, Restated and Consolidated Term Note dated December __, 1996 made by the Grantor in favor of the Lender in the principal amount of $4,969,659.00 (icollectively, the "Note") (the amounts obligations of principal and interest due and payable or to become due and payable from each Borrower the Grantor to the Lender hereunder, under the Loan Agreement and (ii) the amount of any sum received Note being referred to hereinafter as the "Obligations"). 1.2 Payment by the Lender from each Borrower. The entries made in the accounts Grantor of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, Obligations will be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the Loan Agreement, the Note and this Deed of Trust, which require payment on the terms of this Agreementset forth therein and herein. (d) Each Borrower shall execute 1.3 This Deed of Trust secures the obligations of the Grantor to repay the Revolving Loans and deliver the Term Loan to the Lender a promissory note evidencing under the Loans Loan Agreement and the Note and all other obligations from time to time owing to the Lender under the Loan Agreement. The amount of the Lender to such Borrowerdisbursement secured hereby as of December __, substantially in 1996 is FOUR MILLION NINE HUNDRED SIXTY-NINE THOUSAND SIX HUNDRED FIFTY-NINE AND NO/100 DOLLARS ($4,969,659.00) and the form of Exhibit A with appropriate insertions as to date and principal maximum amount which may be secured hereby at any one time is FOURTEEN MILLION AND NO/100 DOLLARS (individually a “Note” and collectively the “Notes”$14,000,000.00). Without regard The time period within which future disbursements under the Loan Agreement are to be made is the principal amount period between the date hereof and the date fifteen (15) years from the date hereof. The making of any Note stated on its facefuture disbursements under the Loan Agreement is non-obligatory within the meaning of such term in Section 45-70(a), North Carolina General Statutes. Disbursements secured hereby shall not be required to be evidenced by a "written instrument or notation" as described in Section 45- 68(2) of the actual principal amount at any time outstanding North Carolina General Statutes, it being the intent of the parties that the requirements of Section 45-68(2) for a "written instrument or notation" for each advance shall not be applicable to disbursements made under the Loan Agreement and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansNote.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, each of Lenders severally agrees to make a loan to Borrower (each such loan by a Lender, a "Loan"; such loans, collectively, the Revolving Credit may "Loans") in an amount up to such Lender's Loan Commitment. The Loans and the Total Loan Commitment shall be availed divided into three (3) tranches: a tranche in the amount of by $300,000,000 ("Tranche A"), a tranche in the amount of $275,000,000 ("Tranche B") and a tranche in the amount of $275,000,000 ("Tranche C"; each of the Borrowers in the form of loans (individually Tranche A, Tranche B and Tranche C, a “Loan” and collectively the “Loans”"Tranche"). Each Lender's Loan and Loan Commitment shall consist of a Tranche A portion, a Tranche B portion and a Tranche C portion, in amounts proportional to Tranche A, Tranche B and Tranche C overall (such portions of a Lender's Loan Commitment, a "Tranche A Loan Commitment", "Tranche B Loan Commitment" and "Tranche C Loan Commitment", respectively). The three (3) Tranches shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date.advanced as follows: (b1) Each Borrower hereby severally and unconditionallyTranche A will constitute a revolving credit facility, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the which each Lender interest on the unpaid principal amount of the Loans made to such Borrower shall from time to time advance and re-advance to Borrower an amount equal to the excess of the amount of such Lender's Tranche A Loan Commitment over the sum of (x) all previous advances made by such Lender under its Tranche A Loan Commitment which remain unpaid and (y) its Pro Rata Share of the outstanding from amount of all Letters of Credit. Within the date hereof until payment in full thereof at the rates per annum, and on the dates, limits set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each herein, Borrower by the Lender may borrow from time to time, including time under this clause (i1) the amounts of principal this Section 2.01 and interest due and payable or prepay from time to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained time pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay 2.09 (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.subject,

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annumObligor has requested, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender may hereafter request from time to time, that DVI extend one or more credit facilities (each, if and when extended, a "LOAN") for the direct or indirect benefit of Obligor. DVI is under no obligation to extend any such Loan to Obligor unless and until DVI issues to Obligor a letter or other writing which expressly states that it is intended to be a legally binding commitment to extend a Loan (each such writing, a "COMMITMENT LETTER"). Obligor acknowledges, understands and agrees that no oral or written communication from DVI to Obligor or any other Person will create any obligation on the part of DVI to extend any Loan, regardless of any factors including course of conduct, unless it is a Commitment Letter. Obligor further acknowledges, understands and agrees that if DVI issues a Commitment Letter to Obligor (a) only Obligor will be entitled to rely on such Commitment Letter and (b) DVI's obligation to extend the Loan(s) described therein will be subject to (i) all of the amounts of principal terms and interest due and payable conditions set forth or referred to become due and payable from each Borrower to the Lender hereunderin such Commitment Letter, and (ii) the amount of terms and conditions set forth herein and in any sum received by the Lender from each Borrower. The entries made other Loan Document, (iii) all representations and warranties set forth herein and in the accounts other Loan Documents being accurate and complete in all material respects at the time such Loan is to be advanced, (iv) no Event of Default or Unmatured Default existing at the Lender maintained pursuant time such Loan is to this Section 1.2(cbe advanced and (v) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, providedno Material Adverse Effect having occurred; provided , however, DVI hereby waives the requirement that DVI receive a Landlord Waiver pertaining to the failure Collateral in respect of the Lender to maintain any such account, or any error therein, shall not those locations identified in any manner affect the Schedule 2.1 attached hereto. Obligor's obligation of any Borrower to repay a Loan will be evidenced by one or more Notes (with applicable interestas DVI may direct) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal aggregate face amount of any Note stated on its facesuch Loan and in form and substance satisfactory to DVI. Obligor agrees to use the proceeds of each Loan for the purposes identified in the applicable Note, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansor, if no purpose is therein identified, for general corporate purposes.

The Loans. (a) Subject On the Closing Date, subject to the terms and conditions hereof, each Lender severally made Loans to the Revolving Credit may be availed of by each Borrower in an amount not to exceed the amount of the Borrowers in the form Term Commitment of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datesuch Lender. (b) Each Borrower hereby severally and unconditionallyOn the Effective Date, but not jointly or jointly and severallyafter giving effect to Third Amendment, promises to pay the Loans made pursuant to the Existing Credit Agreement shall be deemed to be made and/or maintained by each Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower Lender hereby further severallyagrees, but not jointly for itself and its successors and assigns, that (i) the Loans shall be classified into two separate and distinct tranches of Loans for all purposes of this Agreement and the Loan Documents, which tranches shall be designated “Term Loan B” (“TLB” or jointly “Term Loan B”) and severally“Term Loan C” (“TLC” or “Term Loan C”), agrees (ii) such Lender has exercised the option to pay to the Lender interest have all, none or a part of its Loans outstanding on the unpaid Effective Date designated as TLB and to have all, none or a part of its Loans outstanding on the Effective Date designated as TLC, all as set forth opposite such Lender’s name on Schedule 2.1(b) hereto, which election was subject to certain rights of the Company to limit the aggregate principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annumTLC, and on to the datespro rata reduction of the amount of TLC allocated to the Lenders (based upon the principal amount of Loans elected to be designated as TLC by each Electing Lender) by the amount by which the aggregate maximum amount of Loans that the Lenders wished to have designated as TLC exceeded the maximum amount of TLC specified by the Company in connection with the solicitation by the Company of Lender elections to designate all or a portion of their Loans as TLC, and each Lender hereby ratifies its election to so designate its Loans as TLB and/or TLC as set forth in such Schedule 2.1(b), and acknowledges and agrees to any such pro rata reduction in the amount of the TLC allocated to such Lender as contemplated above. Such designation of Loans as TLB or TLC shall be irrevocable. Except as otherwise expressly provided herein with respect to rights, privileges and remedies applicable or available solely to the TLC or the holders thereof in their capacity as such, the TLB and TLC, and the holders thereof in their capacity as such, shall have the same rights, privileges and remedies, and shall rank pari passu in right of payment and security (including the benefit of the Guarantees and the Collateral therefor), and all actions and elections taken with respect to Loans shall be taken with respect to the TLB and TLC pro rata. All Discounted Purchased Loans outstanding on the Effective Date shall constitute TLB thereafter. The Conversion Option shall not be exercisable with respect to TLC held by Borrower or any of its Affiliates or Subsidiaries, including SPV Purchaser. Notwithstanding anything in Section 1.42.3, 2.4, 2.5 or any other provision of this Agreement or any other Loan Document to the contrary, the payment obligations of the Borrower hereunder, solely with respect to the portion of the TLC elected to be converted pursuant to the Conversion Agreement, shall be satisfied upon exercise of the Conversion Option on the terms set forth in the Conversion Agreement. (c) The Lender shall maintain Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with its usual practice an account Sections 2.2 and 2.6. No amounts paid or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender repaid with respect to such Loansthe Loans may be reborrowed.

The Loans. (a) Subject to Each Lender severally agrees, on the terms and conditions hereofhereinafter set forth, (a) to make a loan (each, a “3 Year Loan”) on the Revolving Credit may Funding Date (which shall be availed of by each no later than the last day of the Borrowers Availability Period), in US Dollars, to the Borrower in an aggregate principal amount specified by the Borrower not exceeding such Lender’s 3 Year Commitment, (b) to make a loan (each, a “5 Year Loan”) on the Funding Date (which shall be no later than the last day of the Availability Period), in US Dollars, to the Borrower in an aggregate principal amount specified by the Borrower not exceeding such Lender’s 5 Year Commitment, and (c) in the form of loans event that any Lender shall have become a Non-Funding Lender, to make a supplemental loan (individually each, a “Supplemental Loan” ”) on the Funding Date (which shall be no later than the last day of the Availability Period), in US Dollars, to the Borrower in an aggregate principal amount deemed to be requested by the Borrower under Section 2.02(d) not exceeding such Lender’s remaining Aggregate Commitment (after giving effect to all 3 Year Loans and collectively the “Loans”5 Year Loans made by such Lender pursuant to paragraphs (a) and (b) above). Each For the avoidance of doubt, each Supplemental Loan made by a Lender in respect of its Commitment under a particular Tranche shall be a Loan of the same Tranche. Amounts repaid or prepaid in respect of the Loans may not be reborrowed. The Borrowing of Loans in each Tranche shall be in a minimum an aggregate principal amount of at least $250,000 100,000,000 or any greater amount that is an integral multiple of $50,000. Each Loan 1,000,000 in excess thereof and shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan be made by the Lender Lenders of such Tranche ratably according to their respective Commitments in respect of such Borrower on the Termination Date Tranche (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severallyexcluding, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest errora Supplemental Borrowing, the Commitments of the Non-Funding Lenders). For the avoidance of doubt, the Borrowing of Loans shall be allocated pro rata to the extent permitted by applicable law, be prima facie evidence of 3 Year Loans and the existence and amounts of 5 Year Loans based on the obligations Commitments of each of Tranche on the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementFunding Date. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, on the Closing Date, each Lender agrees to make initial term loans (collectively, the Revolving Credit may be availed of by each of “Initial Loans”) in an aggregate principal amount not to exceed at any time outstanding the Borrowers amount set forth opposite such Lender’s name in the form of loans Schedule 2.01(a) (individually a such amount being referred to herein as such Lender’s “Loan” and collectively the “LoansInitial Loan Commitment”). Each The Initial Loan Commitment of each Lender shall be in a minimum automatically and permanently reduced by the principal amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each each Initial Loan shall mature made by such Lender on the Termination Closing Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay Subject to the terms and conditions set forth herein, on the First Amendment Effective Date, each Lender agrees to make first-out term loans (collectively, the then unpaid “First-Out Loans”) in an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 2.01(b) (such amount being referred to herein as such Lender’s “First-Out Loan Commitment”). The First-Out Loan Commitment of each Lender shall be automatically and permanently reduced by the principal amount of each First-Out Loan made by the such Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4First Amendment Effective Date. (c) The Lender Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re-borrowed. (d) All the outstanding principal amount of the Initial Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by be due and payable on the Lender from time to time, including earlier of (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, Maturity Date and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts date of the Lender maintained acceleration of the Loans pursuant to this Section 1.2(c) shall, other than in 9.02. All the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the outstanding principal amount of the First-Out Loans, together with all accrued and unpaid interest thereon, and any Note stated on its facefees and other amounts payable hereunder, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be due and payable on the sum earlier of all (x) the First-Out Loan Repayment Date and (y) the date of the acceleration of the Loans made pursuant to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansSection 9.02.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement and in reliance on the representations and warranties set forth in this Agreement, the Revolving Credit may be availed of by each of Lender hereby agrees to make Loans to the Borrowers, as follows: (i) on the Closing Date, the Lender shall make a Loan to the Borrowers in an amount equal to One Million Eight Hundred Thirty One Thousand One Hundred and Ten Dollars ($1,831,110) (the form “Factoring Agreement Rollover Advance”), which the Borrowers shall use solely for purposes of loans satisfying most of the Borrowers’ obligations under the Factoring Agreement; (individually ii) on the Closing Date, the Lender shall make a Loan to the Borrowers in an amount equal to Five Hundred Eighty-Three Thousand Forty-Eight Dollars ($583,048) (the “Initial Advance”), which the Borrowers shall use solely for purposes of settling Existing Unsecured Claims identified on the certificate delivered pursuant to Section 3.1(a)(vii), upon terms and conditions satisfactory to the Lender in its sole discretion; and (iii) subject to the satisfaction of the conditions set forth in Section 3.2, the Lender shall make additional Loans to the Borrower from time to time (each such additional Loan, a “Loan” and collectively Drawdown”), up to an aggregate amount not to exceed One Million Nine Hundred Sixty-Six Thousand Nine Hundred Fifty-Two Dollars ($1,966,952) (the “LoansMaximum Drawdown Amount”). Each Loan , which the Borrowers shall be use solely for purposes approved by the Lender in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Dateits sole discretion. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to All Loans shall be evidenced by a promissory note substantially in the Lender form attached hereto as Exhibit A (the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement“Promissory Note”). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender may make notations upon such Promissory Note from time to time, including (i) to reflect the amounts making of principal Loans from time to time, and interest due any such notation shall be deemed to be conclusive and payable or to become due and payable from each Borrower binding upon the Borrowers except to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case extent of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Upon the terms and conditions and relying upon the representations and warranties herein set forth, the Bank agrees to make Loans to the Borrowers on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount of Loans not exceeding at any one time outstanding the lesser of (i) $10,000,000.00 (such amount, as it may be reduced from time to time pursuant to Section 3.6, being the Bank's "Commitment") or (ii) the International Borrowing Base. Subject to the terms and conditions hereofof this Agreement, the Revolving Credit Borrowers may be availed of by each of the Borrowers in the form of loans (individually a “Loan” borrow, repay and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datereborrow hereunder. (b) Each Borrower hereby severally The Borrowers shall execute and unconditionally, but not jointly or jointly and severally, promises to pay deliver to the Lender Bank, to evidence the then unpaid Loans made by the Bank under the Bank's Commitment, a Note which shall be (i) dated of even date herewith; (ii) in the principal amount of each Loan made by the Lender to such Borrower Commitment; and (iii) in substantially the form attached hereto as Exhibit B, with the blanks appropriately filled. The outstanding principal balance of the Note shall be payable on or before the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement)Maturity Date. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender The Note shall bear interest on the unpaid principal amount of the Loans made to such Borrower thereof from time to time outstanding outstanding, payable on the last Business Day of each quarter, commencing on September 30, 2004, and at maturity, at a rate per annum (calculated based on a year of 360 days) which (A) in the case of a Base Rate Loan shall be equal to the lesser of (i) the Base Rate minus .25%, such interest rate to change automatically from time to time effective as of the date hereof until payment of each change in full thereof the Base Rate, or (ii) the Highest Lawful Rate, and (B) in the case of a LIBOR Loan shall be equal to the lesser of (i) LIBOR plus 2.0% for each Interest Period, or (ii) the Highest Lawful Rate. Section 2.09(c) governs when Obligations shall bear interest at the rates per annum, and on the dates, set forth in Section 1.4Default Rate. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans Each Loan (other than a Loan made pursuant to each Borrower by the Lender from time Section 2.5(a) to time, including repay a reimbursement obligation) made hereunder (i) shall, in the amounts case of a Base Rate Loan, be in $100,000 increments and in a principal amount of not less than $500,000 or the balance of the Commitment, if such balance is less than $500,000 and interest due (ii) shall, in the case of a LIBOR Loan, be in $100,000 increments and payable in a principal amount of not less than $1,000,000 or to become due the balance of the Commitment, if such balance is less than $1,000,000, and payable shall be made on prior written notice from each Borrower the Borrowers to the Lender hereunderBank in the form of Exhibit C attached hereto (the "Request for Borrowing") delivered to the Bank not later than 12:00 noon (Houston time) (i) in the case of a LIBOR Loan on the second Business Day prior to the date of the proposed Loan (the "Borrowing Date"), and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, a Base Rate Loan on or prior to the extent permitted by applicable law, be prima facie evidence proposed Borrowing Date. Each Request for Borrowing shall specify (i) the amount of the existence proposed borrowing and amounts of the obligations of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the Type of Loan requested; (iv) with respect to any LIBOR Loan, the Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than three (3) Interest Periods in effect at any one time under this Agreement). The Borrowers therein recordedmay give the Bank telephonic notice, including by telephonic facsimile, by the required time of any proposed borrowing under this Section 2.1(c); provided, however, that such telephonic notice shall be confirmed in original writing by delivery to the failure Bank promptly (but in no event later than the Borrowing Date relating to any such borrowing) of a Request for Borrowing. The Bank shall not incur any liability to the Borrowers in acting upon any telephonic notice referred to above which the Bank believes to have been given by the Borrowers, or for otherwise acting in good faith under this Section 2.1(c). Upon fulfillment of the Lender applicable conditions set forth in Article VII, on the Borrowing Date, the Bank shall make the borrowing available to maintain any the Borrowers. The Bank shall pay or deliver the proceeds of each borrowing to or upon the order of one or more of the Borrowers; provided that in the case of the first Loan, such account, payment or any error therein, delivery shall not in any manner affect be made only against delivery to the obligation Bank of any Borrower the Note payable to repay (with applicable interest) the Loans made order of the Bank. The Bank's records as to such Borrower the date and principal amount of each Loan and each payment of principal thereon shall be controlling. Any deposit to or for a Borrower's account by the Lender in accordance Bank pursuant to a request (whether written or oral) believed by the Bank to be an authorized request by the Borrowers for a Loan hereunder shall be deemed to be a Loan hereunder for all purposes with the terms of this Agreementsame effect as if the Borrowers had in fact requested the Bank to make such Loan. (d) Each Borrower Request for Borrowing shall execute be irrevocable and deliver binding on the Borrowers. In the case of any request for a LIBOR Loan, the Borrowers shall indemnify the Bank against any loss, cost or expense incurred by the Bank as a result of any failure to fulfill on or before the Lender a promissory note evidencing Borrowing Date specified in such Request for Borrowing for such Loan the Loans applicable conditions set forth in Article VII, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the Lender to such Borrower, substantially in the form liquidation or reemployment of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing deposits or other funds acquired by the Borrower Bank to fund the Loan when the Loan, as a result of such failure, is not made on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansdate.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be Lender hereby agrees to make Loans in a minimum principal amount of $250,000 or any greater amount that is an integral multiple of $50,000not to exceed the Maximum Credit Limit. Each Loan shall mature on If the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid aggregate outstanding principal amount of each Loan made by Loans at any time exceeds the Maximum Credit Limit, Borrower shall immediately repay such excess in full. The Obligations of Borrower under this Agreement shall at all times be absolute and unconditional. Borrower acknowledges and agrees that any obligation of Lender to such Borrower on make any Advance hereunder is strictly contingent upon the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount satisfaction of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, conditions set forth in Section 1.4. Sections 2.3, 2.4, and 2.5 (c) The Lender as applicable). For each Loan, Borrower shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including make (i) monthly payments of interest only in arrears at the amounts Applicable Rate during the Interest Only Period of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereundersuch Loan, and (ii) beginning on the Amortization Date and continuing on each subsequent Payment Date, equal monthly payments in an amount determined through a calculation fully amortizing the outstanding principal balance due under each Loan at the Applicable Rate over the period from the Amortization Date applicable to such Loan through (and including) the Maturity Date of any sum received such Loan. For clarity, the payment schedule with respect to the Tranche A Loan as of the Closing Date is reflected in Exhibit B attached hereto, which may be updated by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant time to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender time in accordance with the terms of the Loan Documents (as amended from time to time, the “Amortization Schedule”). In the event of any inconsistency between the Amortization Schedule and the terms of the Loan Documents (including this AgreementSection 2.1), the terms of the Loan Documents shall prevail. Borrower shall continue to comply with all of the terms and provisions hereof until all of the Obligations (other than inchoate indemnity obligations) are paid and satisfied in full. (db) Each Borrower The initial Advance hereunder, to be funded on the date hereof or prior to March 31, 2021, upon satisfaction of, and subject to, the conditions in Sections 2.3 and 2.4, shall execute and deliver be an amount equal to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount Maximum Credit Limit (individually a “Note” and collectively the “NotesTranche A Loan”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, each Lender severally hereby agrees to make a Loan to the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be Borrower in a minimum principal amount not to exceed the amount of $250,000 or any greater amount that is an integral multiple of $50,000such Xxxxxx’s Commitments. Each Loan shall mature on If the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid aggregate outstanding principal amount of each Loan made by Loans at any time exceeds the Total Commitments, Borrower shall immediately repay such excess in full. The Obligations of Borrower under this Agreement shall at all times be absolute and unconditional. Xxxxxxxx acknowledges and agrees that any obligation of any Lender to such Borrower on make any Loan hereunder is strictly contingent upon the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount satisfaction of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, conditions set forth in Section 1.4. Sections 2.4 and 2.5 (c) The Lender as applicable). For each Loan, Borrower shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including make (i) monthly payments of interest only in arrears at the amounts of principal and interest due and payable or to become due and payable from each Borrower to Applicable Rate during the Lender hereunderInterest Only Period, and (ii) beginning on the amount of any sum received by the Lender from each Borrower. The entries made in the accounts first Payment Date after expiration of the Lender maintained pursuant to this Section 1.2(cInterest Only Period (the “Amortization Date”), equal monthly payments on each subsequent Payment Date in an amount determined through a calculation fully amortizing the outstanding principal balance due under each Loan at the Applicable Rate over the period from the Amortization Date through (and including) shallthe Maturity Date. For clarity, other than in the case of manifest error, payment schedule with respect to the extent permitted by applicable law, be prima facie evidence Tranche A Loan as of the existence Closing Date is reflected in Exhibit B attached hereto, and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender Administrative Agent may update such payment schedule from time to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender time in accordance with the terms of the Loan Documents (as amended from time to time, the “Amortization Schedule”). In the event of any inconsistency between the Amortization Schedule and the terms of the Loan Documents (including this AgreementSection 2.1), the terms of the Loan Documents shall prevail. Borrower shall continue to comply with all of the terms and provisions hereof until all of the Obligations are paid and satisfied in full. (db) Each The initial Advance hereunder, to be funded on the date hereof upon satisfaction of the conditions in Sections 2.4 and 2.5, shall be an amount equal to Forty Million Dollars ($40,000,000.00) (the “Tranche A Loan”). (c) At the time of the Advance of the Tranche A Loan, Borrower shall execute will pay Administrative Agent and deliver the Lenders for all reasonable and documented out of pocket costs related to the Lender a promissory note evidencing Tranche A Loan including travel, UCC search, filing, insurance, and legal costs for the Loans of the Lender to such Borrower, substantially in the form of Exhibit Tranche A with appropriate insertions as to date and principal amount Loan (individually a “Note” and collectively the “NotesTranche A Documentation and Funding Fee”). Without regard to At the principal amount time of any Note stated on its faceadditional Advance of any Loans, Borrower will pay Administrative Agent and the actual principal amount at Lenders for all reasonable costs related to such additional Loans, including travel, UCC search, filing, insurance, and legal costs. The Tranche A Documentation and Funding Fee and any time outstanding and owing by the Borrower on account of a Note such additional costs due related to additional Loans shall be the sum of all Loans made collectively referred to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansas “Documentation and Funding Fees.”

The Loans. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally made a single loan to the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature Borrower on the Termination Closing Date. The initial Borrowing consisted of Term Loans made simultaneously by the Lenders in accordance with their respective Commitments. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay Subject to the terms and conditions set forth in this Agreement, each Incremental Lender severally agrees to make a single loan to the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Amendment and Restatement Effective Date (or in an amount not to exceed such earlier date Incremental Lender’s Incremental Commitment. The Borrowing on which the Amendment and Restatement Effective Date shall consist of Incremental Term Loans become due and payable pursuant to this Agreement)made simultaneously by Incremental Lenders in accordance with their respective Incremental Commitments. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay Notwithstanding any provision to the Lender interest contrary, the terms of the Incremental Term Loans to be made hereunder shall, except to the extent expressly set forth herein, be the same as the terms of the Term Loans outstanding on the unpaid principal amount of Amendment and Restatement Effective Date and after giving effect to the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, amendments set forth in this Agreement such Incremental Term Loans shall be Term Loans for all purposes of this Agreement and shall constitute one tranche with, and be the same class as, the Term Loans made pursuant to Section 1.42.01(a). The Incremental Term Loans are being effected pursuant to a request by the Borrower to increase the Term Loans and are not New Term Loans. (c) The Lender shall maintain in accordance with its usual practice an account Amounts borrowed under this Section 2.01 or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained otherwise pursuant to this Section 1.2(c) shallAgreement and subsequently repaid or prepaid may not be reborrowed, other than except as set forth in the case of manifest error, to the extent permitted by applicable law, Sections 2.13 and 2.14. Loans may be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, Base Rate Loans or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Eurodollar Rate Loans made to such Borrower by the Lender in accordance with the terms of this Agreementas further provided herein. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, each Term A Lender severally agrees to make (i) a single loan to the Revolving Credit may be availed of by each Company on the Initial Distribution Date in Dollars and in an amount not to exceed such Lender's Total Term Percentage of the Borrowers Initial Distribution Borrowing Amount and (ii) a single loan to the Company at the Time of the Merger in Dollars and in an amount not to exceed such Lender's Total Term Percentage of the form Merger Borrowing Amount; provided that in no event shall the aggregate amount of loans advanced by any Term A Lender pursuant to this Section 2.1 (individually a) exceed such Lender's Term A Commitment as of the Initial Distribution Date. Any loan advanced pursuant to this Section 2.1 (a) being a “Loan” and collectively the “Loans”"'TERM A LOAN"). Each Loan Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders ratably according to their Term A Commitments. Amounts borrowed under this Section 2.1 (a) and repaid or prepaid may not be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datereborrowed. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay Subject to the terms and conditions set forth herein, (i) each Dollar Term B Lender severally agrees to make (A) a single loan to the then unpaid principal Company on the Initial Distribution Date in Dollars and in an aggregate amount not to exceed such Lender's Total Term Percentage of the Initial Distribution Borrowing Amount and (B) a single loan to the Company at the Time of the Merger in Dollars and in an amount not to exceed such Lender's Total Term Percentage of the Merger Borrowing Amount (each loan advanced by any Dollar Term B Lender being a "DOLLAR TERM B LOAN") and (ii) each Euro Term B Lender severally agrees to make (A) a single loan to the Company on the Initial Distribution Date in Euros and in an aggregate amount not to exceed such Lender's Total Term Percentage of the Initial Distribution Borrowing Amount and (B) a single loan to the Company at the Time of Merger in Euros and in an amount not to exceed such Lender's Total Term Percentage of the Merger Borrowing Amount (each loan advanced by any Euro Term B Lender being a "EURO TERM B LOAN" and together with the "DOLLAR TERM B LOANS", the "TERM B LOANS"); provided that in no event shall the aggregate amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable loans advanced pursuant to this Agreement)Section 2.1(b) exceed such Lender's Term B Commitment as of the Initial Distribution Date. Each Borrower hereby further severally, but not jointly Term B Borrowing shall be in Dollars or jointly in Euros and severally, agrees to pay to the Lender interest on the unpaid principal amount shall consist of the Term B Loans made simultaneously by the Term B Lenders ratably according to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, their Term B Commitments. Amounts borrowed under this Section 2.1(b) and on the dates, set forth in Section 1.4repaid or prepaid may not be reborrowed. (c) The Subject to the terms and conditions set forth herein, each Revolving Credit Lender shall maintain severally agrees to make loans to the Company in accordance with its usual practice an account or accounts evidencing Loans made to Dollars (each Borrower by the Lender such loan, a "REVOLVING CREDIT LOAN"), from time to time on any Business Day during the period on or after the Time of Merger through to, but excluding, the Revolving Credit Termination Date, in an aggregate amount not to exceed at any time outstanding such Lender's Revolving Credit Commitment at such time; provided that after giving effect to any Revolving Credit Borrowing, including the aggregate Effective Amount of the Revolving Credit Loans owed to any Lender plus such Lender's Revolving Credit Percentage of the Effective Amount of all Swingline Loans plus such Lender's Revolving Credit Percentage of the Effective Amount of all L/C Obligations shall not exceed (i) the amounts lesser of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, such Lender's Revolving Credit Commitment and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts such Lender's Revolving Credit Percentage of the Lender maintained pursuant Borrowing Base. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 1.2(c) shall2.1(c), other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence prepay under Section 2.7 and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of reborrow under this AgreementSection 2.1(c). (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofof this Loan and --------- Security Agreement, the Revolving Credit may be availed of by each of the Borrowers Lender agrees to make a loan or loans to Borrower in principal amount stated in the form of loan commitment letter issued by Lender to Borrower (each such loan or loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each referred to as "the Loan shall mature on the Termination DateAmount"). (b) Each The Loan Amount shall be repaid by Borrower hereby severally and unconditionally, but not jointly as a term loan or jointly and severally, promises to pay to term loans ("Term Loan"). The Term Loan shall be evidenced by a promissory note or notes in the Lender the then unpaid principal amount form attached hereto as Exhibit "A" ("Term Note"0. The payment provisions of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Term Note shall be stated therein. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower If requested by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunderBorrower, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms and conditions of this AgreementSection 3 hereof, Lender shall make interim fundings to Borrower of a Term Loan as partial advances of the Loan Amount ("Interim Loans"). The Interim Loans shall either be for the payment of the acquisition cost of any items of Equipment delivered and commitment to Borrower prior to the expiration date of Lender's loan commitment to Borrower ("Commitment Expiration Date") or to fund progress payments to the vendor or manufacturer of the Equipment. If the making of progress payments was agreed to by Lender in its commitment or approval to make the loan or loans to Borrower. The Interim Loans shall be evidenced by promissory notes in the form attached hereto as Exhibit "B" ("Interim Note"). Interest on all Interim Loans shall be payable as provided therein. The principal amount due under the Interim Loans shall be due as provided in the Interim Notes, at which time, provided no Event of Default hereunder has occurred and is continuing or event which with the passing of time or giving of notice or both would become an Event of Default hereunder has occurred and is continuing, Lender shall consolidate all Interim Loans and convert them to a Term Loan evidenced by a Term Note or Notes. Whether or not a Term Loan is evidenced by one or more Term Notes shall be as agreed between Lender and Borrower, or in the absence of such an agreement, as decided by Lender, in the exercise of its reasonable business judgment. (d) Each Borrower shall execute and deliver In the event that the amount loaned pursuant to the Lender a promissory note evidencing Interim Loans is less than the Loans Loan Amount, subject to Borrower's compliance with the terms and conditions of this Loan and Security Agreement (including the satisfaction of the Lender conditions of the borrowing set forth in Section 7 of this Loan and Security Agreement, including but not limited to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the providing Lender with respect a description of the items of Equipment), Lender shall disburse to such LoansBorrower the balance of the Loan Amount on the same date that the Interim Loans are converted into a term loan.

The Loans. (a) Subject to the terms and conditions hereof1.1 The Lender may, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionallyits sole discretion, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment April 30, 2002, make loans to the Borrower (each a "Loan" and collectively the "Loans") which shall be in full thereof such amounts and upon such other terms and conditions as may be agreed by the Lender and the Borrower; provided, that the aggregate principal amount of Loans outstanding under this Agreement at any time shall not exceed $10,000,000.00 and no Loan shall have a maturity date beyond July 31, 2002. The Borrower may request a Loan from the rates per annumLender by telephone, and the Borrower and the Lender may agree to the interest terms and duration of each Loan by telephone. It is understood that if the funding basis for a Loan is to be based on the datesLender's rates in the London interbank market, three Business Days' advance notice will be required. It is understood, further, that the Lender, in its sole discretion may make or decline to make any requested Loan. As to each Loan as to which agreement is reached, the Borrower will set forth the agreed terms and conditions in a confirmation (a "Confirmation") substantially in the form of Exhibit A hereto, and the Lender shall acknowledge and accept the terms and conditions as therein set forth or shall promptly inform the Borrower of its objection to any term or condition set forth in Section 1.4such Confirmation and the reason for its objection. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing 1.2 All Loans made to each Borrower under this Agreement shall be evidenced by a single Promissory Note (the Lender from time to time"Note"), including the schedule (ithe "Schedule") the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrowerattached thereto, substantially in the form of Exhibit A with appropriate insertions B hereto, and shall be repayable on such date or dates, shall bear interest at such rate or rates and shall have such interest payment date or dates as may be agreed by the Lender and the Borrower from time to date time. When and principal amount (individually a “Note” if the Borrower and collectively the “Notes”). Without regard Lender have agreed to the principal amount of any Note stated on its faceterms and conditions for a new Loan, the actual principal amount at any time outstanding Lender shall endorse the Schedule to reflect the terms and owing by conditions of the Borrower on account of a Note shall be new Loan as set forth in the sum of all relevant Confirmation. All Loans made to such Borrower hereunder less and all payments of principal actually received and interest shall be recorded on the records of the Lender, and, prior to any permitted transfer of, or any action to collect, any Loan or the Note, the then outstanding principal amount and interest rate for each outstanding Loan shall be endorsed on the reverse of the Note or any continuation thereof, together with the date of such endorsement. Any such endorsement shall constitute prima facie evidence of the information so endorsed. 1.3 Each Loan may be prepaid by the Lender with respect Borrower, in whole or in part, at any time prior to such Loans.the maturity date thereof without premium or penalty, subject to payment of Breakage Costs pursuant to Section

The Loans. (a) Subject Landlord and Tenant acknowledge and agree that the Loan described in Addendum Section XXXV.D. of the Building B Lease (herein, the "HVAC Loan") shall not be made available by Landlord to Tenant and, accordingly, that all provisions of the Leases pertaining or referring to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each HVAC Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Dateare hereby deleted. (b) Each Borrower hereby severally In lieu of the HVAC Loan, Tenant has agreed to borrow and unconditionallyLandlord has agreed to make available to Tenant a loan to be used by Tenant to finance Excess System Costs and/or costs of the Tenant Improvements and Other Tenant Improvements in excess of the Allowance, but not jointly on the following terms and conditions: (i) The sum of Three Hundred Thousand and No/ 100ths Dollars ($300,000.00) (the TI Loan") shall be made available by Landlord to cover Excess System Costs and the costs of Landlord's Work in excess of the Allowance for which Tenant is responsible as provided in paragraph 2 above and the following: (A) Commencing August 11, 1995, the entire principal balance of the TI Loan (i.e., the sum of $300,000) shall commence to bear interest at the rate of eight percent (80%) per year; provided, however, in no event shall the interest payable on the TI Loan exceed the maximum amount which Landlord may legally collect under the then applicable usury law. In the event it is hereafter determined by a court of competent jurisdiction that the interest payable or jointly and severally, promises to pay paid by Tenant with respect to the Lender TI Loan shall exceed the maximum interest which Landlord may collect under the then applicable usury law, then (1) any excess amount previously paid by Tenant to Landlord shall be credited against principal of the TI Loan, or refunded to Tenant if no portion of the principal of the TI Loan then remains unpaid principal amount of each Loan made by the Lender to such Borrower and (2) interest on the Termination TI Loan subsequent to the date of such determination shall be reduced to the maximum amount which it is determined that Landlord may collect under the then applicable usury law. Interest shall accrue on the TI Loan from and after August 11, 1995. Any interest accrued on the TI Loan as of the Lease Commencement Date shall be added to principal as of the Lease Commencement Date, and shall thereafter bear interest as if principal. (or such earlier date on which the Loans become B) The TI Loan shall be repaid by Tenant to Landlord in ninety-eight (98) consecutive monthly installments, and shall be due and payable pursuant to this Agreementin full on the Expiration Date. Monthly payments shall be due on the first day of each calendar month in the Term, commencing with the month in which the Lease Commencement Date occurs (if the Lease Commencement Date falls on the first day of a month), and otherwise with the month after the month in which the Lease Commencement Date occurs. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay Prior to the Lender date that the first payment of the TI Loan is due, Landlord shall calculate the total outstanding principal balance of the TI Loan and interest on accrued thereon (which, as described in (A) above, shall accrue from and after August 11, 1995 and shall be added to principal as of the unpaid principal Lease Commencement Date) through the day before the first payment is due (collectively, the "Beginning Balance"), and shall advise Tenant of the amount of the Loans made monthly payments, which shall be an amount sufficient to such Borrower from time to time outstanding from amortize the date hereof until payment Beginning Balance in full thereof over the Term. Tenant may also, at the rates per annum, any time and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including prepay all or any part of the TI Loan without penalty. Any such payment or prepayment shall he applied first to the payment of accrued and unpaid interest and the balance to principal. (iC) Notwithstanding the amounts provisions of principal clause (B) above, the entire then unpaid balance of the TI Loan and all accrued and unpaid interest thereon shall be due and payable in full upon the first to occur of: (1) Any early termination of one or both of the Leases pursuant to the provisions of Sections XVIII. XIX. or XX. of the Leases. Upon any termination of one or both of the Leases pursuant to any such Section, Landlord shall have the right to seek recovery of such unpaid balance and accrued interest against any insurance or condemnation proceeds payable to Tenant, and Tenant hereby assigns its interest in such proceeds to Landlord up to the full amount of such proceeds or the then unpaid balance of the TI Loan and all accrued interest thereon, whichever is lesser. Exhaustion of such proceeds shall not limit or defeat Tenant's liability to repay to Landlord any remaining balance of such TI Loan and the accrued and unpaid interest thereon; provided, however, the TI Loan balance shall be reduced by any proceeds actually recovered by Landlord, which amount, if previously paid by Tenant to Landlord, shall be delivered to Tenant. (2) An Assignment of Tenant's interest in one or both of the Leases or a Sublease by Tenant of all of the premises which are the subject of one, or both of the Leases. Notwithstanding anything to the contrary herein, Landlord may require repayment (A) in full of the then entire unpaid balance of the TI Loan and all accrued and unpaid interest thereon as a condition to any consent by Landlord to Assignment under one or both of the Leases, or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts a Sublease of the Lender maintained pursuant to this Section 1.2(c) shall, other than in entire premises which are the case subject of manifest error, to the extent permitted by applicable law, be prima facie evidence one or both of the existence and amounts Leases, and/or (B) of that portion of the obligations TI Loan (and the accrued and unpaid interest thereon) in connection with a Sublease of each a portion of the Borrowers therein recordedpremises which are the subject of one or both of the Leases, which portion is determined by multiplying the outstanding balance of the TI Loan by a fraction, the numerator of which is the portion of the premises to be subleased and the denominator of which is the Rentable Area of the entire premises; provided, however, that the failure provisions of this subclause (B) shall not apply to a Sublease of a portion of the Lender premises which are the subject of a Lease to maintain an entity which is under common control with Tenant. (3) The occurrence of a default by Tenant under one or both of the Leases, as defined in Section XX. of the Leases. Upon the occurrence of such a default. Landlord may seek to recover the then unpaid balance of the TI Loan and all accrued and unpaid interest thereon in any unlawful detainer or other action instituted by Landlord upon such default. Such balance shall be deemed due and payable in full upon the occurrence of such default and may be recovered in such action as if additional rent whether or not included in any notice given by Landlord to Tenant prior to or as a condition to the institution of such action. (D) Failure of Tenant to pay any amount due pursuant to clause (B) above when due, which failure continues for three (3) days after written notice thereof from Landlord to Tenant (which notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Sec. 1161, ET SEQ., as amended), shall be deemed a default pursuant to the Leases to the same extent as if such amount were additional rent due pursuant to the Leases. In such event, such unpaid amount (but not the accrued and unpaid interest thereon) shall bear interest at the rate provided for in Section XXI. A. of the Leases from the date such payment was due and not paid until payment of such amount in full and, upon the declaration by Landlord of a default pursuant to Section XX.A.(2) of one or both of the Leases, the entire then unpaid balance of the TI Loan and all accrued and unpaid interest thereon shall automatically be due and payable in full and the unpaid principal balance shall bear interest at the rate provided in Section XXI.A. of the Leases from the date of acceleration until payment in full. Upon the occurrence of any such accountdefault and acceleration pursuant to this clause (D), Landlord shall be entitled to all remedies against a defaulting tenant pursuant to a written lease, including but not limited to those provided in Section XX.B. of the Leases. (E) The early termination of one or any error thereinboth of the Leases pursuant to Section XVIII., XIX. or XX. thereof shall not in any manner affect defeat or diminish the obligation of any Borrower Tenant to repay (with applicable interest) to Landlord the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementTI Loan and all accrued and unpaid interest thereon. (dii) Each Borrower Landlord may credit against the proceeds of the TI Loan any and all costs in excess of the Allowance which are not paid to Landlord as and when the same are due, which are incurred by Landlord in connection with the design and/or performance of improvements to or enhancements of the System and/or Landlord's Work, including without limitation any construction management fee payable by Landlord (whether to an affiliate of Landlord or otherwise) in connection therewith. (c) It is clearly understood and agreed that the TI Loan shall execute and deliver be available only for initial Landlord's Work performed prior to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansLease Commencement Date.

The Loans. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties of the Borrower herein set forth, each Bank severally agrees to make Loans to the Borrower on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount of Loans not exceeding at any time outstanding the amount set opposite such Banks name on the signature pages hereof (such Bank's "Commitment"). Within such limits and during such period and subject to the terms and conditions of this Agreement, the Revolving Credit Borrower may be availed of by each of the Borrowers in the form of loans (individually a “Loan” borrow, repay and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datereborrow hereunder. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing Agent for each Bank to evidence the Loans made by each Bank under such Bank's Commitment, a Note, which shall be: (i) dated the date of the Lender Closing Date; (ii) in the principal amount of such Bank's maximum Commitment; (iii) in substantially the form attached hereto as EXHIBIT A, with blanks appropriately filled; (iv) payable to the order of such Bank on the Maturity Date; and (v) subject to acceleration upon the occurrence of an Event of Default. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Sections 2.2(a), 2.2(b), 2.3(b) and 2.3(c), payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of each Note. (c) Each Loan shall be: (i) in the case of any Eurodollar Rate Loan, in an amount of not less than $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; or (ii) in the case of any Alternate Base Rate Loan, in an amount of not less than $500,000.00 or an integral multiple of $100,000.00 in excess thereof and, at the option of the Borrower, substantially any borrowing under this Section 2.1(c) may be comprised of two or more such Loans bearing different rates of interest. Each such borrowing shall be made upon prior notice from the Borrower to the Agent in the form attached hereto as EXHIBIT B (the "Notice of Exhibit A Borrowing") delivered to the Agent not later than 11:00 am (Houston time): (i) on the third Business Day prior to the Borrowing Date, if such borrowing consists of Eurodollar Rate Loans; and (ii) on the Borrowing Date, if such borrowing consists of Alternate Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify: (i) the amount of the proposed borrowing and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the rate of interest that each such Loan shall bear; (iv) the Rate Period with appropriate insertions as respect to each such Loan and the Expiration Date of each such Rate Period; and (v) the demand deposit account of the Borrower at Chase Bank of Texas, National Association into which the proceeds of the borrowing are to be deposited by the Agent. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.1(c); PROVIDED THAT such telephonic notice shall be confirmed in writing by delivery to the Agent promptly (but in no event later than the Borrowing Date relating to any such borrowing) of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower, or for otherwise acting in good faith under this Section 2.1(c). (d) In the case of a proposed borrowing comprised of Eurodollar Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 2.2. Each Bank shall, before 11:00 am (Houston time) on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's address set forth in Section 12.4, in same day funds, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 7, on the Borrowing Date, the Agent shall make the borrowing available to the Borrower at its Applicable Lending Office in immediately available funds. Each Bank shall post on a schedule attached to its Note(s): (i) the date and principal amount of each Loan made under such Note; (individually a “ii) the rate of interest each such Loan will bear; and (iii) each payment of principal thereon; PROVIDED, HOWEVER, that any failure of such Bank so to xxxx such Note shall not affect the Borrower's obligations thereunder; and PROVIDED FURTHER that such Bank's records as to such matters shall be controlling whether or not such Bank has so marked such Note” and collectively the “Notes”). Without regard Any deposit to the principal amount Borrower's demand deposit account by the Agent or by Chase Bank of any Note stated on its faceTexas, National Association (of funds received from the actual principal amount at any time outstanding and owing Agent) pursuant to a request (whether written or oral) believed by the Agent or by Chase Bank of Texas, National Association to be an authorized request by the Borrower on account of for a Note Loan hereunder shall be deemed to be a Loan hereunder for all purposes with the sum same effect as if the Borrower had in fact requested the Agent to make such Loan. (e) Unless the Agent shall have received notice from a Bank prior to the date of all any borrowing that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with this Section 2.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such Pro Rata Percentage available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) in the case of the Borrower, at the interest rate applicable at the time to the Loans comprising such borrowing, and (ii) in the case of such Bank, at the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such borrowing for purposes of this Agreement. (f) The failure of any Bank to make the Loan to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrower hereunder less all payments borrowing, but no Bank shall be responsible for the failure of principal actually received any other Bank to make the Loan to be made by such other Bank on the Lender with respect to such Loansdate of any borrowing.

The Loans. (a) Subject to the terms and conditions hereofset forth below, and until further notice from the Lender to the Borrower, the Revolving Credit may be availed Lender hereby makes available to the Borrower a line of by each credit for loans in an aggregate amount of up to $300,000 for twelve (12) months from the Borrowers in the form of loans Effective Date (individually a “Loan” and collectively the “Loans”"Initial Term"). Each In the event Borrower is unable to reach a positive cash flow within the Initial Term, nor receive third party financing during the Initial Term, Borrower may borrow up to an additional $200,000 during the twelve (12) month period after the Initial Term ("Second Term Loan"). The Initial Term Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each and Second Term Loan shall mature on are collectively referred to as the Termination Date"Loans". (b) The Borrower may borrow the Loans in one or more drawings ("Drawings"). Each Drawing shall be in an amount not less than $100.00. The Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay shall request each Drawing by notice to the Lender at least three business days prior to the then unpaid principal Drawing. If the Lender shall elect to make the requested Loan, it shall do so on the date requested (which must be a Business Day Day) by crediting the amount of each the Loan made to the Borrower's current bank account. Each notice of Drawing given by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest shall be in the form attached as Exhibit A and shall constitute a confirmation by the Borrower that on the unpaid principal amount date of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, Drawing its representations and on the dates, warranties set forth in Section 1.4Article III below remain true and correct. Notice of Drawing from the Borrower, once received by the Lender, shall be irrevocable. (c) The Lender Each Loan shall maintain bear interest from the date of its Drawing until paid in accordance with its usual practice full, at an account or accounts evidencing interest rate per annum equal to six percent. From and after the occurrence of an Event of Acceleration described in Section 4.01 below, the Loans made to each Borrower by the Lender from time to time, including (i) the and any past-due amounts of principal and principal, interest due and payable or other monies hereunder) shall bear interest at a rate (the "Default Rate") equal to become due and payable from each Borrower to 1.5% over the Lender hereunder, and (ii) the amount rate otherwise applicable hereunder until such Event of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note Acceleration shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loanscured.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, each Lender with an Initial Term Commitment severally agrees to make a single loan denominated in Dollars (the Revolving Credit “Initial Term Loans”) to the Borrower on the Closing Date in an amount not to exceed such Xxxxxx’s Initial Term Commitment. The initial Borrowing under this Section 2.01(a) shall consist of Initial Term Loans made simultaneously by the Lenders in accordance with their respective Commitments. Amounts borrowed under this Section 2.01(a) or otherwise pursuant to this Agreement and subsequently repaid or prepaid may not be reborrowed. Loans may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”)Base Rate Loans or Term Benchmark Loans as further provided herein. Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date.PRIVATE & CONFIDENTIAL SUBJECT TO FRE 408 & ITS EQUIVALENTS (b) Each Borrower hereby severally After the Closing Date, subject to and unconditionally, but not jointly or jointly upon the terms and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, conditions set forth in Section 1.4. herein, each Lender with a Commitment (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interestan Initial Term Commitment) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to any tranche of Term Loans (other than Initial Term Loans) severally agrees to make a Term Loan denominated in Dollars under such Loanstranche to the Borrowers in an amount not to exceed such Xxxxxx’s Commitment under such tranche on the date of incurrence thereof, which Term Loans under such tranche shall be incurred pursuant to a single drawing on the date set forth for such incurrence. Such Term Loans may be Base Rate Loans or Term Benchmark Loans as further provided herein. Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, (i) the Revolving Credit may Additional Term B Lender agrees to make to the Borrower a loan denominated in Dollars (together with each Loan converted from a Converted Initial Loan pursuant to clause (ii) below, a “Term B Loan”) on the Amendment No. 2 Effective Date equal to the Additional Term B Commitment and (ii) each Converted Initial Loan of each Amendment No. 2 Consenting Lender shall be availed converted into a Term B Loan of by each such Lender effective as of the Borrowers Amendment No. 2 Effective Date in a principal amount equal to the form principal amount of loans (individually a “Loan” such Lender’s Converted Initial Loan immediately prior to such conversion; provided that the Term B Loans shall initially consist of LIBO Rate Loans with an Interest Period commencing on the Amendment No. 2 Effective Date and collectively ending on December 31, 2013 and the “Loans”). Each Loan LIBO Rate for such Interest Period shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datedeemed to be 1.00%. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay Subject to the terms and conditions set forth herein, (i) the Additional Term B-1 Lender agrees to make to the then unpaid Borrower a loan denominated in Dollars (together with each Loan converted from a Converted Term B Loan pursuant to clause (ii) below, a “Term B-1 Loan”) on the Amendment No. 4 Effective Date equal to the Additional Term B-1 Commitment and (ii) each Converted Term B Loan of each Amendment No. 4 Consenting Lender shall be converted into a Term B-1 Loan of such Lender effective as of the Amendment No. 4 Effective Date in a principal amount equal to the principal amount of each such Lender’s Converted Term B Loan made by the Lender immediately prior to such Borrower conversion; provided that the Term B-1 Loans shall initially consist of LIBO Rate Loans with an Interest Period commencing on the Termination Amendment No. 4 Effective Date (or and ending on September 29, 2017 and the LIBO Rate for such earlier date on which the Loans become due and payable pursuant Interest Period shall be deemed to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4be 1.296390%. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made Subject to each Borrower by the Lender from time to timeterms and conditions set forth herein, including (i) the amounts of principal and interest due and payable or Additional Term B-2 Lender agrees to become due and payable from each Borrower make to the Lender hereunderBorrower a loan denominated in Dollars (together with each Loan converted from a Converted Term B-1 Loan pursuant to clause (ii) below, a “Term B-2 Loan”) on the Amendment No. 5 Effective Date equal to the Additional Term B-2 Commitment and (ii) the amount each Converted Term B-1 Loan of any sum received by the each Amendment No. 5 Consenting Lender from each Borrower. The entries made in the accounts shall be converted into a Term B-2 Loan of such Lender effective as of the Lender maintained pursuant to this Section 1.2(c) shall, other than Amendment No. 5 Effective Date in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard equal to the principal amount of any Note stated such Lender’s Converted Term B-1 Loan immediately prior to such conversion; provided that the Term B-2 Loans shall initially consist of LIBO Rate Loans with an Interest Period commencing on its facethe Amendment No. 5 Effective Date and ending on September 28, 2018 and the actual principal amount at any time outstanding and owing by the Borrower on account of a Note LIBO Rate for such Interest Period shall be the sum of all Loans made deemed to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansbe 2.075880%.

The Loans. 2.01 Revolving Credit Commitments. ---------------------------- (a) Subject to the terms and conditions hereofset forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, each Bank severally agrees to make such loans to Borrower (individually, a "Loan" and collectively, the "Loans") as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Prime Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $2,500,000.00 or any larger multiple of $500,000.00. The aggregate principal amount of Loans which each Bank shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of such Bank's Revolving Credit Commitment; provided, however, that in no event shall (i) the aggregate principal amount of all Loans outstanding as of any date exceed the total Revolving Credit Commitments of all of the Banks as of such date or (ii) the aggregate principal amount of all outstanding Loans made by any Bank exceed such Bank's Pro Rata Share of the aggregate principal amount of all outstanding Loans. Each Loan under this Section 2.01 shall be made from the several Banks ratably in proportion to their respective Pro Rata Shares. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to the Administrative Agent and/or any Bank with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. The failure of any Bank to make any Loan required under this Agreement shall not release any other Bank from its obligation to make Loans as provided herein. (b) If the total Revolving Credit Commitments of all of the Banks on any date should be less than the aggregate principal amount of Loans outstanding on such date, whether as a result of Borrower's election to decrease the amount of the Revolving Credit Commitments of the Banks pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by the Administrative Agent or any Bank, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the aggregate principal amount of outstanding Loans to an amount equal to or less than the total Revolving Credit Commitments of all of the Banks. (c) Borrower may, upon one (1) Domestic Business Days' prior written notice to the Administrative Agent and each Bank, terminate entirely at any time, or proportionately reduce from time to time on a pro rata basis among the Banks based on their respective Pro Rata Shares by an aggregate amount of $5,000,000.00 or any larger multiple of $1,000,000.00 the unused portions of the Revolving Credit Commitments; provided, however, that (i) at no time shall the Revolving Credit Commitments be reduced to a figure less than the aggregate principal amount of outstanding Loans, (ii) at no time shall the Revolving Credit Commitments be reduced to a figure greater than zero but less than $50,000,000.00 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, the Revolving Credit may Commitment of any Bank. (d) So long as no Default or Event of Default shall have occurred and be availed of by each continuing, Borrower shall have the right from time to time upon not less than thirty (30) days' prior written notice to the Administrative Agent to increase the amount of the Borrowers in the form of loans total Revolving Credit Commitments; provided that: (individually a “Loan” and collectively the “Loans”). Each Loan i) no Bank shall have any obligation to increase its Revolving Credit Commitment; (ii) Borrower shall only be permitted to request such an increase on three (3) separate occasions; (iii) each such requested increase shall be in a minimum principal amount of $250,000 5,000,000.00; (iv) in no event shall the Revolving Credit Commitments be increased to an aggregate amount greater than $250,000,000.00; (v) contemporaneously with requesting each such increase, Borrower certifies to the Administrative Agent and each Bank in writing that immediately before and immediately after giving effect to such increase (A) Borrower is in compliance with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Default or Event of Default has occurred and is continuing; (vi) any greater amount increase in the Revolving Credit Commitments which is accomplished by increasing the Revolving Credit Commitment of any Bank or Banks who are at the time of such increase party to this Agreement (which Bank or Banks shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Borrower, the Administrative Agent and those Bank(s) whose Revolving Credit Commitment(s) is or are being increased (but without any requirement that is the consent of any other Bank be obtained) to reflect the revised Revolving Credit Commitments of each Bank, (B) the Administrative Agent will deliver an integral multiple updated Schedule 1.01 to ------------- Borrower and each Bank reflecting the revised Revolving Credit Commitments and Pro Rata Shares of $50,000. Each Loan shall mature each Bank, (C) the outstanding Loans will be reallocated on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to effective date of such increase among the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain Banks in accordance with its usual practice an account their revised Pro Rata Shares (and the Banks agree to make all payments and adjustments necessary to effect the reallocation and Borrower shall pay any and all costs required pursuant to Section 2.10 in connection with such reallocation as if such reallocation were a repayment) and (D) Borrower will deliver new Note(s) to the Bank or accounts evidencing Loans made Banks whose Revolving Credit Commitment(s) is or are being increased reflecting the revised Revolving Credit Commitments of such Bank(s); (vii) any increase in the Revolving Credit Commitments which is accomplished by addition of a new Bank under this Agreement shall be accomplished as follows: (A) such new Bank shall be subject to each Borrower the consent of the Administrative Agent and Borrower, which consent shall not be unreasonably withheld, (B) this Agreement will be amended by Borrower, the Lender from time Administrative Agent and such new Bank (but without any requirement that the consent of any other Bank be obtained) to timereflect the addition of such new Bank as a Bank hereunder, including (iC) the amounts Administrative Agent will deliver an updated Schedule 1.01 to Borrower and each Bank reflecting the ------------- revised Revolving Credit Commitments and Pro Rata Shares of principal each Bank, (D) the outstanding Loans will be reallocated on the effective date of such increase among the Banks in accordance with their revised Pro Rata Shares (and interest due the Banks agree to make all payments and payable or adjustments necessary to become due effect the reallocation and payable from each Borrower shall pay any and all costs required pursuant to Section 2.10 in connection with such reallocation as if such reallocation were a repayment) and (E) Borrower will deliver a Note to such new Bank; and (viii) notwithstanding anything to the Lender hereundercontrary contained in this Agreement, and (ii) upon any termination or reduction of the amount of any sum received Revolving Credit Commitments by Borrower pursuant to Section 2.01(c), Borrower shall no longer have the Lender from each Borrower. The entries made option to request an increase in the accounts of the Lender maintained Revolving Credit Commitments pursuant to this Section 1.2(c2.01(d). (e) shallThe Revolving Credit Period shall mean the period commencing on the date of this Agreement and ending September 15, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, 2003; provided, however, that the failure Revolving Credit Period may be extended successively as provided in this Section 2.01(e). Borrower may successively request within each of the Lender to maintain time periods hereinafter set forth a three hundred sixty-four (364) day extension of the Revolving Credit Period. Borrower shall deliver any such accountrequest (each, a "Revolving Credit Extension Request") to the Administrative Agent on a date which is not more than sixty (60) days and not less than forty-five (45) days before the last day of the then current Revolving Credit Period and the Agent shall promptly forward such request to each Bank. Each Bank shall have the right, as to its Revolving Credit Commitment, in its sole and absolute discretion, to approve or disapprove the requested extension of the Revolving Credit Period. Each Bank shall, no later than the date which is fifteen (15) days before the last day of the then current Revolving Credit Period, notify the Administrative Agent in writing whether such Bank will extend the Revolving Credit Period with respect to its Revolving Credit Commitment as requested by Borrower in the applicable Revolving Credit Extension Request and any error therein, Bank which fails to notify the Administrative Agent of its decision within such time period will be deemed to have elected to not approve such Revolving Credit Extension Request. The Administrative Agent shall not in any manner affect promptly notify Borrower and each Bank of the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower responses received by the Lender in accordance Administrative Agent from each Bank with respect to each Revolving Credit Extension Request. In the event that Banks holding 50% or more of the total Revolving Credit Commitments elect not to approve a Revolving Credit Extension Request, the Revolving Credit Period as to each Bank (and the Revolving Credit Commitment of each Bank) shall terminate on the last day of the then current Revolving Credit Period. In the event Banks holding more than 50% of the total Revolving Credit Commitments elect to approve a Revolving Credit Extension Request (each Bank so electing to approve such Revolving Credit Extension Request referred to herein as an "Approving Bank"), the Revolving Credit Period as to each Approving Bank and the Revolving Credit Commitment of each Approving Bank shall, effective as of the last day of the then current Revolving Credit Period and subject to all of the terms and conditions of this Agreement. (d) Each Borrower shall execute and deliver , be extended to the Lender a promissory note evidencing date which is three hundred sixty four (364) days after the Loans last day of the Lender then current Revolving Credit Period. From and after the first day of any such extension of the Revolving Credit Period, any reference to "Revolving Credit Commitments" shall refer only to the Revolving Credit Commitments of the Approving Banks. The Revolving Credit Commitment of any Bank which is not an Approving Bank shall terminate on the last day of the then current Revolving Credit Period (without giving effect to any extension thereof not approved by such Bank) and all Revolving Credit Loans made by such Bank, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to such BorrowerBank with respect thereto, substantially in shall be due and payable on the form last day of Exhibit A with appropriate insertions as the current Revolving Credit Period (without giving effect to date and principal amount (individually a “Note” and collectively the “Notes”any extension thereof not approved by such Bank). Without regard Any Bank which does not approve a Revolving Credit Extension Request shall not be allowed to the principal amount of approve any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loanssubsequent Revolving Credit Extension Request.

The Loans. (a) Subject From time to time between the date of this Note and the Maturity Date, and subject to the terms and conditions hereofrestrictions on lending under this Note contained in the Purchase Agreement, the Revolving Credit Lender may be availed of by lend to the Borrower additional sums (each of a "Loan" and, together with the Borrowers in Initial Loan, the form of loans (individually a “Loan” and collectively the “"Loans”"). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date, as provided herein. (b) Each The obligation of the Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to repay the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the aggregate unpaid principal amount of the Loans made outstanding shall be evidenced by this Note and the schedule attached hereto. The Lender is hereby authorized to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and endorse on the datesschedule or on a continuation of such schedule, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to appropriate notations regarding each Borrower Loan evidenced by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, Note; provided, however, that the failure of the Lender to maintain any such accountmake, or error in making, any error therein, notation shall not in any manner limit or otherwise affect the obligation of the Borrower hereunder. (c) When the Borrower requests a Loan in connection with the acquisition of any Receivables, the Borrower to repay (with applicable interest) the Loans made to such Borrower by shall notify the Lender in accordance with by telephone specifying the terms amount and the date on which such Loan is requested. Unless otherwise specified, the maturity of this Agreementeach such Loan shall be the Maturity Date. (d) Each Borrower The Seller agrees that within 50 days after January 31, April 30, July 31 and October 31 of each year (each a "Quarterly Date"), the Seller shall execute determine whether the Capital Ratio as of such date equaled or exceeded the Minimum Capital Ratio. If, as of any such date, the Capital Ratio was less than the Minimum Capital Ratio, from and deliver to after the Lender a promissory note evidencing date of such determination the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to Seller shall not increase the principal amount of any this Revolving Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be until the sum of all Loans made to shareholder's equity and the amount of the Subordinated Capital Note are sufficient such Borrower hereunder less all payments of principal actually received by that, had such amounts been in place on such Quarterly Date, the Lender with respect to Capital Ratio would at least have equaled the Minimum Capital Ratio on such LoansQuarterly Date.

The Loans. (a) Subject The Lenders agree, subject to the terms hereof and satisfaction of the conditions hereofprecedent contained herein, from the Effective Date through the Maturity Date to make extensions of credit to the Borrower (each such extension of credit, a “LOAN” and, collectively, the Revolving Credit may be availed of by each “LOANS”) upon the request of the Borrowers Borrower in accordance with Section 2.03, on any Milestone Payment Date for the form of loans (individually a “Loan” TerreStar-2 Satellite in order for the Borrower to make the related Milestone Payment to the Satellite Manufacturer as provided below; provided that no Loan shall exceed the Maximum Amount, and collectively the “Loans”). Each provided, further, that each Loan shall be in a minimum an amount at least equal to the full Milestone Payment (or, if less than the full Milestone Payment, $500,000 and whole number multiples of $250,000 100,000 in excess thereof). The Lenders are authorized to make Loans under this Agreement based on written instructions received from an Officer of the Borrower, and the Borrower shall indemnify and hold Collateral Agent and the Lenders harmless for any damages or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made losses suffered by the Lender to such Borrower on the Termination Date (Collateral Agent or such earlier date Lender as a result of reliance on which the Loans become due and payable pursuant to this Agreement)such instructions. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to To the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Lenders shall disburse funds to the obligations Borrower by wiring the amount of each of Loan made by such Lender under this Section 2.01 to the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any Deposit Account or in such account, or any error therein, shall not in any other manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender and otherwise in accordance with the terms Borrower’s instructions. Each Loan under this Agreement shall be granted by the Lenders pro rata on the basis of this Agreement. (d) Each Borrower their then-applicable Commitments. It is understood that no Lender shall execute be responsible for any default by any other Lender in its obligation to make Loans hereunder and deliver that each Lender shall be obligated to the Lender a promissory note evidencing make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder. Under no circumstances shall any Lender be obligated to make any Loan if, after making such BorrowerLoan, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the aggregate principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to by such Borrower hereunder less all payments Lender would exceed the Commitment of principal actually received by such Lender then in effect. Amounts prepaid or repaid in respect of the Lender with respect to such LoansLoans may not be reborrowed.

The Loans. (a) Subject to and upon the terms and conditions hereofset forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “LoanLoans” and collectively together with the Swingline Loans, the “Loans”). Each Loan ) to the Borrower, which Revolving Loans (i) shall be denominated in a minimum Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.09(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of $250,000 or any greater all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount that is an integral multiple of $50,000. Each all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan shall mature on the Termination DateCommitment of such Lender at such time. (b) Each Borrower hereby severally Subject to and unconditionallyupon the terms and conditions set forth herein, but not jointly or jointly and severally, promises to pay to the Swingline Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower make, at any time and from time to time outstanding from on or after the date hereof until payment Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in full thereof at the rates per annumDollars, (iii) may be repaid and on the dates, set forth in Section 1.4. (c) The Lender shall maintain reborrowed in accordance with its usual practice an account or accounts evidencing the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made to each Borrower by then outstanding and the Lender from time to aggregate amount of all Letter of Credit Outstandings at such time, including an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the amounts of principal Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and interest due and payable or to become due and payable from each the Borrower to eliminate the Lender hereunderSwingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by the Borrower cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the amount Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of any sum Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementRequired Lenders. (dc) Each Borrower shall execute and deliver On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lender RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a promissory note evidencing Default or an Event of Default under Section 11.05 or upon the Loans exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the first paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.Swingline

The Loans. (a) Subject to Each Lender severally agrees, on the terms and conditions hereofhereinafter set forth, to make Loans on the Revolving Credit may be availed of by each of Closing Date to the applicable Borrowers in the form of loans (individually a “an amount equal to such Lender’s Commitment in effect immediately prior to making such Loan” and collectively the “Loans”). Each Loan All Loans shall be denominated in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000Dollars. Each Loan shall mature on the Termination Date.TERM LOAN AGREEMENT FMC CORPORATION (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal Borrowing shall be in an aggregate amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due not less than $1,000,000 and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount integral multiples of the Loans made to such Borrower from time to time outstanding from the date hereof until payment $500,000 in full thereof at the rates per annum, and on the dates, set forth in Section 1.4excess thereof. (c) The Each Borrowing shall consist of Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitments. (d) Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. (e) Each Lender shall maintain in accordance with may, at its usual practice an account or accounts evidencing Loans made option, make any Loan available to each any Euro Borrower by the Lender from time to time, including (i) the amounts causing any foreign or domestic branch or Affiliate of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the such Lender to maintain make such Loan; provided that any exercise of such account, or any error therein, option shall not in any manner affect the obligation of any such Euro Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender Loan in accordance with the terms of this Agreement.. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Euro Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement (df) Each Any Borrowing in relation to a Loan to any Dutch Borrower shall execute and deliver to the at all times be provided by a Lender that is a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansDutch Non-Public Lender.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Revolving Credit may be availed of by each Bank agrees to make revolving loans to the Borrower (hereinafter collectively referred to as the "Loan" or "Loans") from time to time from and including the Closing Date to but not including the earlier of the Borrowers Termination Date or the termination of the Commitment of the Bank, in an aggregate principal amount at any one time outstanding of up to, but not exceeding, the form lesser of loans (individually a “Loan” x) $4,000,000 and collectively (y) the “Loans”)Borrowing Base. Each Borrowing under this Section 2.1 of (i) an Alternate Base Rate Loan shall be in a minimum the principal amount of not less than $250,000 100,000 or any greater amount that which is an integral multiple of $50,000. Each 25,000 and (ii) a Eurodollar Rate Loan shall mature on be in the Termination Dateprincipal amount of not less than $100,000 or any greater amount which is an integral multiple of $25,000. During the Commitment Period and within the foregoing limits, the Borrower may borrow, repay and reborrow Loans, all in accordance with the terms and conditions of this Agreement. (b) Each Borrower hereby severally and unconditionallyOn the Termination Date, but not jointly or jointly and severallythe Commitment of the Bank shall terminate and, promises to pay subject to the Lender terms and conditions hereof, the then aggregate unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become then outstanding shall be immediately due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4payable. (c) The Lender shall maintain in accordance with its usual practice an account or accounts Bank is authorized to record and, prior to any transfer of the Note, endorse on a schedule forming a part thereof appropriate notations evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal date and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by each Loan, the Lender from each Borrower. The entries made in interest rate applicable thereto and the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence date and amounts of the obligations amount of each payment of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans principal made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account with respect thereto; provided that failure to make any such endorsement or notation shall not affect the Obligations of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received or under the Note. The Bank is hereby irrevocably authorized by the Lender with respect Borrower to so endorse the Note and to attach to and make a part of the Note a continuation of any such Loansschedule as and when required. The Bank may, at its option, record and maintain such information in its internal records rather than on such schedule.

The Loans. (a) Subject to the terms and conditions hereof, each Lender severally agrees to participate, in accordance with its Commitment Percentage, in making Loans to the Revolving Credit may be availed of by each Borrower from time to time until the termination of the Borrowers Commitments on the Commitment Termination Date in such sums as the form of loans (individually a “Loan” and collectively Borrower may from time to time request; PROVIDED, HOWEVER, that the “Loans”). Each Loan shall be in a minimum aggregate principal amount of $250,000 all Loans at any one time outstanding hereunder shall not exceed (i) as to each Lender, the amount of such Lender's Commitment Amount, and (ii) as to all of the Lenders, the Maximum Credit. The Borrower may borrow, repay pursuant to SECTION 2.11 and reborrow, from the date of this Agreement until the Commitment Termination Date, the full amount of the Maximum Credit or any greater amount lesser sum that is at least $1,000,000 and an integral multiple of $50,000100,000. Each Loan Any Loans not repaid prior to the Final Maturity Date shall mature in any event become and be absolutely due and payable on the Termination Final Maturity Date. (b) Each Borrower hereby severally of the Commitments shall terminate in full on the Commitment Termination Date in accordance with the applicable terms hereof. Each of the parties hereto acknowledges and unconditionallyagrees that, but not jointly as expressly provided and acquired by SECTION 2(a) of the Intercreditor Agreement, each of the Commitments shall terminate in full on the date in which any sums shall first be paid to any of the Creditor Parties by Harcourt General or jointly and severally, promises to pay by any of the other Reimbursement Creditors (as defined in the Intercreditor Agreement) pursuant to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount terms of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Intercreditor Agreement. (c) The Lender Provided that no Default shall maintain be continuing, the Borrower may convert all or any part (in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the a minimum amount of $1,000,000 and in integral multiples of $100,000) of any sum received by the Lender from each Borrower. The entries made outstanding Loan into a Loan of any other type provided for in this Agreement in the accounts of the Lender maintained pursuant to this Section 1.2(c) shallsame aggregate principal amount. Any such conversion shall be on any Business Day (which, other than in the case of manifest errora conversion of a Eurodollar Loan, to shall be the extent permitted by applicable law, be prima facie evidence last day of the existence and amounts of Interest Period applicable to such Eurodollar Loan). The Borrower shall give the obligations Administrative Agent prior written notice of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, conversion (which notice shall not in any manner affect the obligation of any Borrower to repay (with applicable interestbe effective upon receipt) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementSECTION 2.2. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. 2.1 Lender agrees to lend to Borrower a principal amount not to exceed Six Million Dollars (a$6,000,000) Subject to in the aggregate at any one time outstanding for the purposes and upon the terms and subject to the conditions hereof, the Revolving Credit may contained in this Agreement. 2.2 The Loan(s) shall be availed available in minimum Advances of by each of the Borrowers in the form of loans Five Hundred Thousand Dollars (individually a “Loan” and collectively the “Loans”$500,000). Each Loan Advance made by Lender to Borrower shall be evidenced by a Note in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid original principal amount of such Advance. The principal balance of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender Note shall bear interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof thereon precomputed at the rates rate of ten percent (10%) per annum, and on each such Note shall be due and payable in monthly installments of interest only, until the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including earlier of (i) the amounts completion of Borrower's Initial Public Offering, or (ii) eighteen (18) months from the Advance Date, payable on the first day of each month, which shall be followed by eighteen (18) equal monthly installments of principal and interest due and interest, payable or to become due and payable from on the first day of each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest errormonth, to and including the extent permitted by applicable lawMaturity Date (each, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”"Payment Date"). Without regard to the principal amount of If any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of payment under a Note shall be payable on a day other than a business day, then such payment shall be due and payable on the sum next succeeding business day. 2.3 In order to obtain an Advance under the Loans, Borrower shall complete, sign and deliver an Advance Request to Lender. Each Advance Request shall identify an Advance Date which is no less than five (5) business days from the date of all Loans made such notice. Upon receipt of an Advance Request, Lender shall verify the information contained in the Advance Request and if Lender determines to fund such Advance it shall deliver a Note dated the Advance Date evidencing such Advance to Borrower hereunder less all payments for signature. Upon receipt of the signed Note, Lender will fund the Advance in the manner requested by the Advance Request. Borrower agrees that Lender may rely on any notice given by any Person it reasonably believes to be an authorized officer of Borrower without the necessity of independent investigation. (a) Notwithstanding any provision in this Agreement, the Note(s), or any other Loan Document, it is not the parties' intent to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law which a court of competent jurisdiction shall deem applicable hereto (which under the laws of the State of Illinois shall be deemed to be the laws relating to permissible rates of interest on commercial loans) (the "Maximum Rate"). If the Borrower actually pays Lender an amount of interest, chargeable on the total aggregate principal Secured Obligations of Borrower under this Agreement and the Note(s) (as said rate is calculated over a period of time from the date of this Agreement through the end of time that any principal is outstanding on the Note(s)), which amount of interest exceeds interest calculated at the Maximum Rate on said principal chargeable over said period of time, then such excess interest actually paid by Borrower shall be applied first, to the payment of principal actually received by outstanding on the Lender with respect Note(s); second, after all principal is repaid, to such Loans.the payment of Lender's out of pocket costs, expenses, and professional fees which are owed by

The Loans. (a) Subject to the terms and conditions hereofof this Loan and Security Agreement, Lender agrees to make a loan or loans to Borrower. The maximum principal amount of any loan or loans to be made by Lender to Borrower shall be within Lender's discretion, subject to the Revolving Credit may exercise of Lender's reasonable business judgment, and shall be availed of by each of the Borrowers as stated in the form of loan commitment letter issued by lender to Borrower, or in the event a commitment letter is not issued by Lender, in Lender's internal credit approval (each such loan or loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each referred to as "the Loan shall mature on the Termination DateAmount"). (b) Each The Loan Amounts shall be repaid by Borrower hereby severally and unconditionally, but not jointly as a term loan or jointly and severally, promises to pay to term loans ("Term Loan"). The Term Loan shall be evidenced by a promissory note or notes in the Lender the then unpaid principal amount form attached hereto as Exhibit "A" ("Term Note"). The payment provisions of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Term Note shall be stated therein. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower If requested by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunderBorrower, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms and conditions of this AgreementSection 3 hereof, Lender shall make interim fundings to Borrower of a Term Loan as partial advances of the Loan Amount ("Interim Loans"). The Interim Loans shall either be for the payment of the acquisition cost of any items of Equipment delivered and accepted by Borrower prior to the expiration date of Lender's loan commitment to Borrower ("Commitment Expiration date") or to fund progress payments to the vendor or manufacturer of the Equipment, if the making of progress payments was agreed to by Lender in its commitment or approval to make the loan or loans to Borrower. The Interim Loans shall be evidenced by promissory notes in the form attached hereto as Exhibit "B" ("Interim Note"). Interest on all Interim Loans shall be payable as provided therein. The principal amount due under the Interim Loans shall be due as provided in the Interim Notes, at which time, provided no Event of Default hereunder has occurred and is continuing or event which with the passing of time or giving of notice or both would become an Event of Default hereunder has occurred and is continuing. Lender shall consolidate all Interim Loans and convert them to a Term Loan evidenced by a Term Note or Notes. Whether or not a Term Loan is evidenced by one or more Term Notes shall be agreed between Lender and Borrower, or in the absence of such an agreement, as decided by Lender, in the exercise of its reasonable business judgment. (d) Each Borrower shall execute and deliver In the event that the amount loaned pursuant to the Lender a promissory note evidencing Interim Loans is less than the Loans Loan Amount, subject to Borrower's compliance with the terms and conditions of this Loan and Security Agreement (including the satisfaction of the Lender conditions of borrowing set forth in Section 7 of this Loan and Security Agreement including but not limited to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the providing Lender with respect a description of the items of Equipment), Lender shall disburse to such LoansBorrower the balance of the Loan Amount on the same date that the Interim Loans are converted into a term loan.

The Loans. (a) From time to time upon Borrower's request, and subject to the terms and conditions of this Agreement, Lender agrees to advance to Borrower prior to the Credit Expiration Date amounts which do not exceed the Maximum Availability in aggregate outstanding principal amount at any one time. Advances made by Lender to Borrower under this Section 201 are hereinafter collectively called the "Loans". Notwithstanding anything in this Agreement to the contrary, the Lender shall not be obligated hereunder to make any Loans on or after the earlier of (i) the Credit Expiration Date or such later date to which such expiration date may be extended by Lender in its discretion or (ii) the date Lender pursuant to Section 801(a) hereof terminates its obligation to make any further Loans to Borrower hereunder. Subject to the terms and conditions hereof, prior to the Revolving Credit Expiration Date, Borrower, at its option, from time to time may be availed of by each borrow, repay and reborrow all or any portion of the Borrowers Loans, except that Borrower's right to prepay Loans bearing interest based on the Adjusted LIBOR (as such term is defined in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan Note) shall be subject to the breakage provisions of the Note and any such prepayment shall be applied as provided in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination DateNote. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount The proceeds of the Loans may be used by Borrower only to finance acquisitions by the Borrower and to finance Borrower's and its Subsidiaries' working capital and other general corporate needs (including without limitation to finance the cost of the leasehold improvements and equipment purchases made or to such be made by Borrower from time to time outstanding from the date hereof until payment for its new corporate headquarters building in full thereof at the rates per annumMarietta, and on the dates, set forth in Section 1.4Georgia). (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made are to each Borrower be evidenced by the Lender from time to timeNote. Interest on the Loans will accrue at the rate or rates per annum set forth in the Note, including (i) the amounts of and principal and interest due and on the Loans will be payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than manner prescribed in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementNote. (d) Each Borrower shall execute pay to Lender an origination fee for the Loan facility provided by Lender to Borrower under this Section 201, which fee shall be in the amount of $5,000 (and deliver Lender shall credit against such sum the $5,000 commitment letter fee previously paid by Borrower to Lender in connection with such facility) and such fee shall be deemed fully earned by Lender upon the parties' execution and delivery of this Agreement from the Borrower and shall be non-refundable. (e) Borrower shall pay to Lender unused facility fees for Borrower's Loan facility hereunder during the Revolving Loan Period computed on the daily average unused portion of the Maximum Availability at a rate per annum of three-eighths of one percent (.375%). Such unused facility fees shall be payable by Borrower to Lender quarterly in arrears, commencing on November 30, 1996, and continuing to be due on the last day of each February, May, August and November thereafter during the Revolving Loan Period as well as on the Credit Expiration Date. Notwithstanding anything in this Section to the Lender a promissory note evidencing the Loans of the Lender to such Borrowercontrary, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its facehowever, the actual principal amount at any time outstanding total unused facility fees payable by Borrower to Lender under clauses (x) and owing by the Borrower on account of a Note (y) above shall be not exceed the sum of $6,250 and $25,000, respectively, during each of the following two periods: the period from the date of this Agreement though August 31, 1997, and the period from September 1, 1997 through the Credit Expiration Date. (f) All of the Loans shall constitute one loan by Lender to Borrower. Lender shall maintain a loan account on its books in which shall be recorded all Loans made to such Borrower hereunder less Loans, all payments of principal actually received made by Borrower on the Lender Loans and all other appropriate debits and credits as provided in this Agreement and the Note with respect thereto, including without limitation all charges, expenses and interests. All entries in such account shall be made in accordance with the Lender's customary accounting practices as in effect from time to time. Lender shall render to Borrower a monthly statement setting forth the balance of such Loansaccount, including principal, interest, expenses and fees, and each such statement shall, absence manifest error or omissions, be presumed correct and binding upon Borrower and shall constitute an account stated unless, within thirty (30) days after receipt of any such statement from Lender, Borrower shall deliver to Lender a written objection thereto specifying the error or errors or omission or omissions, if any, contained in such statement. (g) All interest and fees owing by Borrower to Lender hereunder or under the other Financing Documents shall be computed on the basis of a 360-day year and the actual days elapsed 379000.1

The Loans. (a) Subject to the terms and conditions hereofset forth below, and until further notice from the Lender to the Borrower, the Revolving Credit may be availed Lender hereby makes available to the Borrower a line of by each credit for loans in an aggregate amount of up to $300,000 for twelve (12) months from the Borrowers in the form of loans Effective Date (individually a “Loan” and collectively the “Loans”"Initial Term"). Each In the event Borrower is unable to reach a positive cash flow within the Initial Term, nor receive third party financing during the Initial Term, Borrower may borrow up to an additional $200,000 during the twelve (12) month period after the Initial Term ("Second Term Loan"). The Initial Term Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each and Second Term Loan shall mature on are collectively referred to as the Termination Date"Loans". (b) The Borrower may borrow the Loans in one or more drawings ("Drawings"). Each Drawing shall be in an amount not less than $100.00. The Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay shall request each Drawing by notice to the Lender at least three business days prior to the then unpaid principal Drawing. If the Lender shall elect to make the requested Loan, it shall do so on the date requested (which must be a Business Day) by crediting the amount of each the Loan made to the Borrower's current bank account. Each notice of Drawing given by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest shall be in the form attached as Exhibit A and shall constitute a confirmation by the Borrower that on the unpaid principal amount date of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, Drawing its representations and on the dates, warranties set forth in Section 1.4Article III below remain true and correct. Notice of Drawing from the Borrower, once received by the Lender, shall be irrevocable. (c) The Lender Each Loan shall maintain bear interest from the date of its Drawing until paid in accordance with its usual practice full, at an account or accounts evidencing interest rate per annum equal to six percent. From and after the occurrence of an Event of Acceleration described in Section 4.1 below, the Loans made to each Borrower by the Lender from time to time, including (i) the and any past-due amounts of principal and principal, interest due and payable or other monies hereunder) shall bear interest at a rate (the "Default Rate") equal to become due and payable from each Borrower to 1.5% over the Lender hereunder, and (ii) the amount rate otherwise applicable hereunder until such Event of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note Acceleration shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loanscured.

The Loans. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties of the Borrower herein set forth, each Bank severally agrees to make Loans to the Borrower on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount of Loans not exceeding at any time outstanding the amount set opposite such Banks name on the signature pages hereof (such Bank's "Commitment"). Within such limits and during such period and subject to the terms and conditions of this Agreement, the Revolving Credit Borrower may be availed of by each of the Borrowers in the form of loans (individually a “Loan” borrow, repay and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datereborrow hereunder. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing Agent for each Bank to evidence the Loans made by each Bank under such Bank's Commitment, a Note, which shall be: (i) dated the date of the Lender Closing Date; (ii) in the principal amount of such Bank's maximum Commitment; (iii) in substantially the form attached hereto as Exhibit A, with blanks appropriately filled; (iv) payable to the order of such Bank on the Maturity Date; and (v) subject to acceleration upon the occurrence of an Event of Default. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Sections 2.2(a), 2.2(b), 2.3(b) and 2.3(c), payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of each Note. (c) Each Loan shall be: (i) in the case of any Eurodollar Rate Loan, in an amount of not less than $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; or (ii) in the case of any Alternate Base Rate Loan, in an amount of not less than $500,000.00 or an integral multiple of $100,000.00 in excess thereof and, at the option of the Borrower, substantially any borrowing under this Section 2.1(c) may be comprised of two or more such Loans bearing different rates of interest. Each such borrowing shall be made upon prior notice from the Borrower to the Agent in the form attached hereto as Exhibit B (the "Notice of Exhibit A Borrowing") delivered to the Agent not later than 11:00 am (Houston time): (i) on the third Business Day prior to the Borrowing Date, if such borrowing consists of Eurodollar Rate Loans; and (ii) on the Borrowing Date, if such borrowing consists of Alternate Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify: (i) the amount of the proposed borrowing and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the rate of interest that each such Loan shall bear; (iv) the Rate Period with appropriate insertions as respect to each such Loan and the Expiration Date of each such Rate Period; and (v) the demand deposit account of the Borrower at JPMorgan into which the proceeds of the borrowing are to be deposited by the Agent. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.1(c); provided that such telephonic notice shall be confirmed in writing by delivery to the Agent promptly (but in no event later than the Borrowing Date relating to any such borrowing) of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower, or for otherwise acting in good faith under this Section 2.1(c). (d) In the case of a proposed borrowing comprised of Eurodollar Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 2.2. Each Bank shall, before 11:00 am (Houston time) on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's address set forth in Section 12.4, in same day funds, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 7, on the Borrowing Date, the Agent shall make the borrowing available to the Borrower at its Applicable Lending Office in immediately available funds. Each Bank shall post on a schedule attached to its Note(s): (i) the date and principal amount of each Loan made under such Note; (individually a “ii) the rate of interest each such Loan will bear; and (iii) each payment of principal thereon; provided, however, that any failure of such Bank so to mark such Note shall not affect the Borrower's xxxxgations thereunder; and provided further that such Bank's records as to such matters shall be controlling whether or not such Bank has so marked such Note” and collectively the “Notes”). Without regard Any deposit to the principal amount Borrower's demand deposit account by the Agent or by JPMorgan (of any Note stated on its face, funds received from the actual principal amount at any time outstanding and owing Agent) pursuant to a request (whether written or oral) believed by the Agent or by JPMorgan to be an authorized request by the Borrower on account of for a Note Loan hereunder shall be deemed to be a Loan hereunder for all purposes with the sum same effect as if the Borrower had in fact requested the Agent to make such Loan. (e) Unless the Agent shall have received notice from a Bank prior to the date of all any borrowing that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with this Section 2.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such Pro Rata Percentage available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) in the case of the Borrower, at the interest rate applicable at the time to the Loans comprising such borrowing, and (ii) in the case of such Bank, at the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such borrowing for purposes of this Agreement. (f) The failure of any Bank to make the Loan to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrower hereunder less all payments borrowing, but no Bank shall be responsible for the failure of principal actually received any other Bank to make the Loan to be made by such other Bank on the Lender with respect to such Loansdate of any borrowing.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Revolving Credit may be availed of by each of the Borrowers in the form Banks severally agrees to make a revolving loan to each Borrower up to such Bank’s Pro Rata Share of loans such Borrower’s Sublimit. Each Bank shall from time to time advance and re-advance to Borrower an amount equal to such Bank’s Availability to such Borrower (individually each such loan by a Bank, a “Loan” and collectively such loans, collectively, the “Loans”). Each Loan borrowing of the Loans shall be made by Dolphin LP, Fairlane LLC or TOLLC or simultaneously by any of Dolphin LP, Fairlane LC or TOLLC and shall be the separate obligation of the Borrower making such borrowing and not of the other Borrowers; provided that pursuant to the Guaranty, inter alia, Fairlane LLC and TOLLC shall guaranty each other’s Obligations and the Obligations of Dolphin LP (so that (i) Fairlane LLC and TOLLC shall, as guarantors, be liable subject to the limitations set forth in a minimum amount the Guaranty, for each other’s Obligations and (ii) Fairlane LLC and TOLLC shall also, as guarantors, be liable, subject to the limitations set forth in the Guaranty, for the Obligations of $250,000 Dolphin LP, but Dolphin LP shall not be liable for the Obligations of Fairlane LLC or any greater amount that is an integral multiple of $50,000TOLLC). Each Loan borrowing by a Borrower shall mature on be made ratably from the Termination DateBanks in proportion to their respective Pro Rata Shares. (b) Each Borrower hereby severally and unconditionallyFor purposes of determining usage of a Bank’s Loan Commitment (or Sublimit), but not jointly or jointly and severally, promises to pay to a Bank’s Pro Rata Share of the Lender the then unpaid principal amount of each Loan made by the Lender outstanding Letters of Credit shall be deemed to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant be advanced to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4TOLLC. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to Within the limits set forth herein, each Borrower by the Lender may borrow from time to timetime under this Section 2.01 and prepay from time to time pursuant to Section 2.10 (subject, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower however, to the Lender hereunder, restrictions on prepayment set forth in such Section) and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained thereafter re-borrow amounts which have been repaid pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement2.01. (d) Each The Loans may be outstanding as (1) Base Rate Loans, (2) LIBOR Loans or (3) a combination of the foregoing, as a Borrower shall execute elect and deliver notify Administrative Agent in accordance with Section 2.15. The LIBOR Loan and Base Rate Loan of each Bank shall be maintained at such Bank’s Applicable Lending Office for its LIBOR Loan and Base Rate Loan, respectively. (e) The obligations of the Banks under this Agreement are several, and no Bank shall be responsible for the failure of any other Bank to make any advance of a Loan to be made by such other Bank. However, the failure of any Bank to make any advance of the Loan to be made by it hereunder on the date specified therefor shall not relieve any other Bank of its obligation to make any advance of its Loan specified hereby to be made on such date. (f) Borrowers may reallocate the Sublimits between them (and any New Borrower) no more frequently that once per quarter and no more frequently than twice per annum by not less than twenty-one (21) days’ prior written notice to Administrative Agent (who shall promptly forward such notice to the Lender Banks). Each proposed Sublimit must be such that at the time such Sublimit becomes effective such Sublimit for the applicable Property does not exceed the Borrowing Base Value of such Property. (In order to increase the Sublimit for Dolphin above the current amount, Dolphin LP will be required to amend the Mortgage on Dolphin so as to increase the amount secured thereby, pay the required documentary and intangible taxes and increase the amount of Lender’s title insurance policy with respect to Dolphin). If Borrowers request that the Sublimit of a promissory note evidencing Property be increased by more than fifteen percent (15%) above the Loans Sublimit as originally established in this Agreement and the Appraised Value of such Property was based on an appraisal prepared (as last updated) more than one (1) year prior to the Borrowers’ notice, then at the request of Administrative Agent (which request must be made within ten (10) Banking Days after notification to Administrative Agent of such proposed increase) Administrative Agent shall (at Borrowers’ expense) obtain an update of the Lender Appraised Value of such Property, in which event the effective date of such increased Sublimit shall be delayed until such current Appraised Value is determined. At any time a Sublimit is changed, Borrowers shall execute replacement notes as necessary to evidence any such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”)changed Sublimit. Without regard to the principal amount of any Note stated on its face, the actual principal amount The Sublimits shall not at any time outstanding and owing by aggregate in excess of the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansTotal Loan Commitment.

The Loans. Each Lender severally agrees, on the terms and conditions of this Agreement, to make a Term Loan to the Borrowers in Dollars in a principal amount up to but not exceeding the amount of the Term Loan Commitment of such Lender. The Term Loans in the maximum aggregate principal amount of One Hundred Eighty-Two Million Eight Hundred Thousand and No/100 Dollars (a$182,800,000) shall be funded in one or more advances and repaid in accordance with this Agreement. Subject to the terms and conditions hereofprovisions of this Agreement, the Revolving Credit proceeds of the Term Loans shall be used by the Borrowers to (a) pay amounts outstanding under the existing credit facility held by Nomura Asset Capital Corporation, Inc. encumbering the Projects (which amounts to be paid on such facility shall not exceed $160,000,000 of the amounts payable thereunder), (b) reimburse the Borrowers for Capital Improvement Costs incurred to date with respect to the Fremont Project in an amount not to exceed $9,000,000 in the aggregate, (c) fund the Fremont Additional Advance, and (c) fund the Xx Xxxxxx Lease Acquisition. No amounts borrowed under the Term Loan may be availed reborrowed by the Borrowers once repaid. In addition, each Lender severally agrees, on the terms and conditions of by each of this Agreement, to make a Revolving Loan to the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be Dollars in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionallyprincipal outstanding amount, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or up to become due and payable from each Borrower to the Lender hereunder, and (ii) but not exceeding the amount of any sum received by the Lender from each BorrowerRevolving Loan Commitment of such Lenders. The entries made Revolving Loans in the accounts maximum aggregate outstanding principal amount of the Lender maintained pursuant to this Section 1.2(cTwenty Million and No/100 Dollars ($20,000,000) shall, other than shall be funded in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence one or more Advances and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender repaid in accordance with the terms of this Agreement. (d) Each Borrower shall execute , subject to Part E of Schedule 2.1. The proceeds of the Revolving Loans may only be used by the Borrowers for general working capital purposes. The Borrowers may, from time to time, borrow, repay and deliver to the Lender a promissory note evidencing reborrow Revolving Loans. All Advances of the Loans shall be made only upon the Borrowers' satisfaction of the Lender to such Borrowerits obligations hereunder, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its faceincluding, without limitation, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansconditions for Advances described in SCHEDULE 2.1.

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (bi) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (cits related Managing Agent) The Lender shall maintain in accordance with its usual practice an account records evidencing the indebtedness of the Borrower to such Lender or accounts evidencing Loans made to each Borrower by the Lender from time to timeLending Group, including records evidencing any change in the maintenance of all or any portion of Capital from one Lender to another (i) i.e., from a Committed Lender to a Conduit Lender or vice versa). The Deal Agent shall maintain the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each BorrowerRegister in accordance with Section 13.1(c). The entries made in the accounts of the Lender records maintained pursuant to this Section 1.2(cclause (i) shall, other than in the case of manifest error, to the extent permitted by applicable law, shall be prima facie evidence absent manifest error of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the recorded therein. Any failure of any Lender (or its Managing Agent) or the Lender Deal Agent to maintain such records or make any such account, entry therein or any error therein, therein shall not in any manner affect the obligation obligations of the Borrower under this Agreement and the other Transaction Documents. In the event of any Borrower to repay conflict between the records maintained by any Lender (with applicable interestor its Managing Agent) and the Loans made to such Borrower records maintained by the Lender Deal Agent in accordance with such matters, the terms records of this Agreementthe Deal Agent shall control in the absence of manifest error. (dii) Each Upon the request of any Xxxxxx made through the Deal Agent, the Borrower shall prepare, execute and deliver to the such Lender a promissory note evidencing the Loans of the Lender Borrower payable to such BorrowerLender (each, a “Note”). Any such Note shall be substantially in the form of Exhibit A E hereto, with appropriate insertions as blanks appropriately completed in conformity with the terms hereof and shall evidence the Borrower’s obligation to date pay the principal of and principal amount (individually a “Note” and collectively the “Notes”). Without regard interest on all amounts advanced by such Lender in addition to the records described in the preceding clause (i) and shall otherwise comply with any applicable requirements of Section 13. 1. Any such Note shall be enforceable with respect to the Borrower’s obligation to pay the principal thereof only to the extent of the unpaid principal amount of the Capital outstanding thereunder at the time such enforcement shall be sought. (iii) In connection with funding and/or maintaining its Capital during any Note stated on Accrual Period hereunder, a Xxxxxx may agree with another Lender in its face, the actual principal amount Lender Group to assign all or a portion of its Capital at any time outstanding and owing to such other Lender in its Lender Group (i.e., from a Committed Lender to a Conduit Lender or vice versa). Any such assignment of Capital shall be promptly reflected by the Lenders (or their Managing Agent) in the records evidencing the indebtedness of the Borrower on account of a Note maintained by such Lenders pursuant to the preceding clause (i). Any assignment made in accordance with this clause (iii) shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received not require any further action by the Lender with respect to such Loansany Person hereunder.

The Loans. (a) Subject From time to time during the Availability Period, subject to terms and conditions hereof, including satisfaction of the conditions precedent set forth in Sections 2.2 and 4.2, each Class A Lender shall make loans to Borrower (each, a “Class A Loan”); provided that (i) the aggregate original principal amount of Class A Loans advanced by a Class A Lender shall not exceed, determined as of the time of making any such Class A Loan, such Class A Lender’s Class A Loan Commitment or such Class A Lender’s Applicable Percentage of the Class A Loan Facility and (ii) the aggregate amount of Class A Loans advanced by all Class A Lenders during the term of this Agreement shall not exceed the Total Class A Loan Commitments. The obligations of the Class A Lenders hereunder shall be several and not joint. (b) From time to time during the Availability Period, subject to terms and conditions hereof, including satisfaction of the conditions precedent set forth in Sections 2.2 and 4.2, each Class B Lender shall make loans to Borrower (each, a “Class B Loan”); provided that (i) the aggregate original principal amount of Class B Loans advanced by a Class B Lender shall not exceed, determined as of the time of making any such Class B Loan, such Class B Lender’s Class B Loan Commitment or such Class B Lender’s Applicable Percentage of the Class B Loan Facility and (ii) the aggregate amount of Class B Loans advanced by all Class B Lenders during the term of this Agreement shall not exceed the Total Class B Loan Commitments. The obligations of the Class B Lenders hereunder shall be several and not joint. (c) From time to time during the Availability Period, subject to terms and conditions hereof, including satisfaction of the conditions precedent set forth in Sections 2.2 and 4.2, each Class C Lender shall make loans to Borrower (each, a “Class C Loan”); provided that (i) the aggregate original principal amount of Class C Loans advanced by a Class C Lender shall not exceed, determined as of the time of making any such Class C Loan, such Class C Lender’s Class C Loan Commitment or such Class C Lender’s Applicable Percentage of the Class C Loan Facility and (ii) the aggregate amount of Class C Loans advanced by all Class C Lenders during the term of this Agreement shall not exceed the Total Class C Loan Commitments. The obligations of the Class C Lenders hereunder shall be several and not joint. (d) Loans may be repaid or prepaid in accordance with the terms and conditions hereof, the Revolving Credit but once repaid or prepaid may not be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datere-borrowed. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. Borrowers will comply with the following terms and procedures in requesting loans from Lender: (a) Subject to The Lender agrees, on the terms and subject to the conditions hereofherein set forth, to make the following loan advances: (i) The Lender shall make revolving advances (the "Revolving Advances") to each Borrower from time to time from the date all of the conditions set forth in Section 12(a) and (c) are satisfied (the "Funding Date") to August 31, 2008 (the "Termination Date") in an amount equal to such Borrower's respective Borrowing Base (as defined below), subject further to the limitation that the outstanding aggregate balance of Revolving Advances to both Borrowers shall at no time exceed $5,500,000 (the "Maximum Line"). If the sum of the outstanding principal balance of the Revolving Advances shall at any time exceed the limitations set forth above, then upon any Borrower's knowledge thereof or Lender's demand, whichever is earlier, the Borrowers shall immediately prepay the Revolving Credit Advances to the extent necessary to eliminate such excess. Within the limits set forth in this Section 1(a)(i), each Borrower may be availed of by each of borrow, prepay and reborrow. (ii) As and when the Borrowers in and the form of loans Lender shall execute any Term Loan Supplement (individually as amended from time to time, each hereinafter referred to as a “Loan” "Term Loan Supplement"), the Lender agrees to make a term loan advance or advances ("Term Advances" and collectively together with the “Loans”). Each Loan shall be in Revolving Advances, the "Advances") to a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on Borrower, subject to the Termination Dateadditional terms, limits and conditions set forth therein. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Borrowers will request Advances from Lender the then unpaid principal amount of each Loan made by the in such manner as Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower may from time to time outstanding from the date hereof until payment prescribe. Each request shall be orally or in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including writing (i) the amounts by an officer of principal and interest due and payable any Borrower; or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of by a person designated by any sum received Borrower or by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation an officer of any Borrower in a writing delivered to repay Lender; or (iii) by any person reasonably believed by Lender to be an officer of any Borrower or such a designated agent. Except as otherwise instructed in writing by such officer, agent or person, Lender may disburse loan proceeds by deposit with applicable interest) any bank to or for the Loans account of any Borrower or to or for the account of any third party designated by such officer, agent, or person, or by an instrument payable to any Borrower or to any such third party delivered to any such officer, agent, or person or to any such third party, or in any other manner deemed appropriate by Lender. All principal of and interest on loans made to such Borrower by Lender shall be repayable at the offices of Lender in accordance with the terms Minneapolis, Minnesota, unless Lender designates a different place of this Agreementpayment by written notice to Borrowers. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to On the terms and subject to the conditions hereof, on the Revolving Credit Closing Date and thereafter from time to time prior to the Facility Termination Date, each Non-Committed Conduit Lender may in its sole discretion and each Committed Lender shall, if it is a Conduit Lender or, if it is a Backstop Lender, if the Non-Committed Conduit Lender in its related Lender Group elects not to do so, make Loans to the Borrower in an amount for each Lender Group equal to, (x) with respect to Class A Loans, its Class A Lender Group Percentage of the amount of Class A Loans requested by the Borrower pursuant to Clause 2.2 (Incremental Borrowing procedures) and (y) with respect to Class B Loans, its Class B Lender Group Percentage of the amount of Class B Loans requested by the Borrower pursuant to Clause 2. 2 (Incremental Borrowing procedures); provided that, after giving effect to such Loans: (i) the aggregate outstanding principal amount of the Loans for any Lender Group shall not exceed its Commitment; (ii) the aggregate outstanding principal amount of Class A Loans for any Lender Group shall not exceed the aggregate Class A Commitments of the Lenders in such Lender Group; (iii) the aggregate outstanding principal amount of Class B Loans for any Lender Group shall not exceed the aggregate Class B Commitments of the Lenders in such Lender Group; (iv) at or after the Class B Addition Date, the ratio of the aggregate outstanding principal amount of Class A Loans to that of the aggregate outstanding principal amount of the Class B Loans shall be availed less than or equal to the Class A/B Ratio; (v) the aggregate outstanding principal amount of the Loans for all Lenders shall not exceed the Facility Limit; and (vi) the Percentage Factor shall not exceed the Maximum Percentage Factor. If there is more than one Committed Lender in a Lender Group, each such Committed Lender shall lend its Pro Rata Share of such Lender Group’s Class A Lender Group Percentage of each Class A Loan and shall lend its Pro Rata Share of such Lender Group’s Class B Lender Group Percentage of each Class B Loan, to the extent not loaned by the related Conduit Lender. In the event that one or more of such Committed Lenders in any such Lender Group fails to lend such Pro Rata Share as required hereunder, each of the Borrowers other non-defaulting Committed Lenders in such Lender Group shall lend their Pro Rata Share of such amount (without giving effect to the form of loans defaulting Committed Lender’s Commitment) subject to the other terms and conditions hereof (individually a “Loan” and collectively the “Loans”including Clause 2.2(c)(iii) (Committed Lender’s Commitment)). Each Loan borrowing of Loans hereunder (each, an “Incremental Borrowing”) shall be in a minimum principal amount equal to such amount as will ensure that no Lender Group’s Lender Group Percentage of such Incremental Borrowing would be less than $250,000 or 1,000,000. Unless agreed otherwise by the Borrower, the Servicer and the Funding Agents, no more than four Incremental Borrowings shall occur in any greater amount that is calendar month. Subject to the foregoing and to the limitations set forth herein, the Borrower may borrow, prepay and reborrow the Loans hereunder. In order to fulfill the condition in clause (vi) above, the Borrower may choose to allocate a portion of an integral multiple of $50,000. Each Loan shall mature on Incremental Borrowing to a deposit to the Termination DateCash Reserve Account (such deposit, the “Cash Reserve Account Amount).” (b) Each The Borrower hereby severally and unconditionallymay, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from on any Monthly Settlement Date, upon at least five (5) Business Days’ prior written notice (or such shorter period as each Committed Lender may agree) to each Funding Agent, elect to reduce the date Facility Limit; provided, that (i) such prior written notice should not be required in connection with a prepayment under Clause 2.5(b) hereof until payment in full thereof at (Payment and Prepayment of Loans); (ii) that the rates per annumFacility Limit may not be reduced below $150,000,000 unless the Facility Limit is reduced to $0; and (iii) after giving effect to any such reduction and any principal payments on such date, the Aggregate Principal Balance does not exceed the Facility Limit. Any such reduction shall (i) reduce each Commitment and on the dates, set forth in Section 1.4. Lender Group Limit (cand any corresponding Conduit Lending Limit(s)) The Lender shall maintain hereunder ratably in accordance with each Lender Group’s respective Lender Group Percentages; (ii) reduce each Committed Lender’s Commitment ratably within its usual practice an account or accounts evidencing Loans made to Lender Group in accordance with, each Borrower by the Committed Lender’s Pro Rata Share; (iii) reduce each Class A Commitment hereunder ratably in accordance with each Lender from time to time, including Group’s respective Class A Lender Group Percentage; (iiv) the amounts of principal and interest due and payable or to become due and payable from reduce each Borrower to the Class B Commitment hereunder ratably in accordance with each Lender hereunderGroup’s respective Class B Lender Group Percentage, and (iiv) reduce the amount of any sum received by Class A Commitments and the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, Class B Commitments proportionately according to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementClass A/B Percentage. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers Borrower in the form of revolving loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 500,000 or any greater amount that is an integral multiple of $50,000100,000. Each Loan shall mature on the Termination Date. (b) Each The Borrower hereby severally and unconditionally, but not jointly or jointly and severally, unconditionally promises to pay to the Lender the then then-unpaid principal amount of each Loan made by the Lender to such the Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each The Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such the Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.41.5. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each the Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each the Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each the Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers Borrower therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any the Borrower to repay (with applicable interest) the Loans made to such the Borrower by the Lender in accordance with the terms of this Agreement. (d) Each The Borrower shall execute and deliver to the Lender a promissory revolving credit note evidencing the Loans of the Lender to such the Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a the “Note” and collectively the “Notes”). Without regard to the principal amount of any the Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a the Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Lender agrees, upon the terms and subject to the conditions and relying upon the representations, warranties and covenants hereinafter set forth, to make one or more Loans on a revolving credit basis, to Borrower up to the amount of the Commitment, provided, however, that notwithstanding anything to the contrary contained herein or in any other Loan Document, in no event will Lender be obligated to re-advance more than $10,000,000 of Loan proceeds such that the aggregate principal amount of all Loans made hereunder (including such re-advances) shall in no event exceed $80,000,000 over the term of this Agreement. Borrower and Lxxxxx acknowledge and agree that on the Closing Date the Initial Loans in the aggregate principal amount of $48,400,000 will be made to Borrower subject to the satisfaction of all applicable terms and conditions hereinafter set forth. (b) Each Loan shall be in an aggregate amount of not less than One Million Dollars ($1,000,000.00), and in integral multiples of Fifty Thousand Dollars ($50,000.00); provided, however, that the aggregate amount of Loans at any time outstanding shall not exceed the lesser of (x) the amount of the Commitment or (y) 80% of the Collateral Value. (c) In connection with each Loan to be made hereunder: (i) Borrower shall deliver a Preliminary Borrowing Request to Lender, accompanied by each of the instruments, documents and agreements set forth on Schedule I, together with such other information as Lender may reasonably request, and with respect to items 9 through 13 of said Schedule I, performed by Persons previously approved by Lxxxxx, as set forth on Schedule II hereof, and engaged by Lxxxxx at the sole cost and expense of Borrower, except to the extent that any such instrument, document or agreement has been previously delivered to Lender; (ii) Lender shall approve, which approval may be granted or denied in Lxxxxx's sole and absolute discretion, or disapprove any such Preliminary Borrowing Request received by Lxxxxx from Borrower within ten (10) Business Days of the receipt thereof; and (iii) In the event that Lender approves the Loan for which the Preliminary Borrowing Request relates, such Loan shall be made subject to the terms and conditions hereof, including, without limitation, Borrower delivering a Borrowing Request not less than three (3) Business Days prior to the proposed Borrowing Date, which Borrowing Request shall be irrevocable and must be received by Lender not later than 1:00 p.m. (New York City time), unless otherwise agreed to in writing by Lxxxxx. Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) make the amount of any sum received funds evidencing the Loan requested available by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender wire transfer in accordance with the terms of this Agreementinstructions set forth in the applicable Borrowing Request. (d) Each Borrower The Loans shall execute be evidenced by the Note, duly executed by Bxxxxxxx, dated the Closing Date and deliver payable to the Lender a promissory note evidencing order of Lender. Upon the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount closing of any Note stated on its faceSubsequent Loan, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be modified to provide for the sum of all assumption thereof on a joint and several basis by the applicable New Borrower. All Loans made to such Borrower hereunder less pursuant to this Agreement and all payments of the principal actually received of such Loans to Lender shall be recorded by Lender on the schedule attached to the Note and by specific reference made a part thereof. The amounts of principal indicated by said schedule as outstanding or accrued and unpaid, as the case may be, shall constitute rebuttable presumptive evidence of the principal outstanding and the accrued and unpaid interest on the Loans; provided, that any failure or error on the part of Lender with respect in recording any Loan on such schedule shall not limit the obligation of Borrower to such pay all principal of and interest accruing on the Loans.

The Loans. (a) Subject to the terms and conditions hereof, and relying upon the Revolving Credit may be availed of by each representations and warranties of the Borrowers herein set forth, each Bank severally agrees to make a single Loan to the Borrowers on the Closing Date in a principal amount not to exceed the form of loans amount set opposite such Bank’s name on Schedule 2.1(a) (individually a such Bank’s “Loan” and collectively the “LoansCommitment”). The Borrowers may not reborrow any Loan or portion thereof that has been repaid or prepaid. (i) The Borrowers shall execute and deliver to the Agent for each Bank to evidence the Loan made by each Bank under such Bank’s Commitment, a Note, which shall be: (i) dated the date of the Closing Date; (ii) in the principal amount of such Bank’s Loan made by it on the Closing Date; (iii) in substantially the form attached hereto as Exhibit A, with blanks appropriately filled; (iv) payable to the order of such Bank on the Maturity Date; and (v) subject to acceleration upon the occurrence of an Event of Default. (ii) Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender bear interest on the unpaid principal amount of the Loans made to such Borrower thereof from time to time outstanding from at the rate per annum determined as specified in Sections 2.2(a), 2.2(b), 2.3(b) and 2.3(c), and accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, commencing with the first Interest Payment Date following the date hereof until payment of each Loan; provided, however, that (i) interest accrued pursuant to Section 2.2(b) shall be payable on demand, (ii) in full thereof at the rates per annumevent of any repayment or prepayment of any Loan, and accrued interest on the datesprincipal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Rate Loan prior to the end of the current Rate Period therefor, set forth in Section 1.4accrued interest on such Loan shall be payable on the effective date of such conversion. (c) The Lender Each Loan to be made pursuant to Section 2.1(a), each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans or Alternate Base Rate Loans shall maintain be: (i) in accordance the case of any Eurodollar Rate Loan, in a principal amount of not less than $10,000,000.00 or an integral multiple of $5,000,000.00 in excess thereof; or (ii) in the case of any Alternate Base Rate Loan, in a principal amount of not less than $10,000,000.00 or an integral multiple of $5,000,000.00 in excess thereof, and, at the option of the Borrowers, any Borrowing, continuation or conversion under this Section 2.1(c) may be comprised of two or more such Loans bearing different rates of interest. Each Borrowing under Section 2.1(a), each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans or Alternate Base Rate Loans shall be made upon prior notice from the Borrowers to the Agent in the form attached hereto as Exhibit B (the “Notice of Borrowing”) delivered to the Agent not later than 11:00 am (New York City time): (i) on the third Business Day prior to the requested date of a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Alternate Base Rate Loans; and (ii) on the requested date of a Borrowing or continuation of Alternate Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify: (i) whether the Borrowers are requesting a Borrowing on the Closing Date, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans or Alternative Base Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Rate Period with its usual practice an respect thereto and the Expiration Date of such Rate Period, and (vi) in the case of the Borrowing pursuant to Section 2.1(a), the demand deposit account or accounts evidencing Loans made into which the proceeds of the borrowing are to each Borrower be deposited by the Lender Agent. If the Borrowers fail to specify a Type of Loan in a Notice of Borrowing or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, converted to, or continued as Alternate Base Rate Loans. Any such automatic conversion to Alternate Base Rate Loans shall be effective as of the last day of the Rate Period then in effect with respect to the applicable Loans. If the Borrowers request a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Notice of Borrowing, but fails to specify an Rate Period, it will be deemed to have specified an Rate Period of one month. The Borrowers may give the Agent telephonic notice by the required time of any proposed Borrowing, continuation or conversion under this Section 2.1(c); provided that such telephonic notice shall be confirmed in writing by delivery to the Agent as promptly as practicable (but in no event later than the date relating to any such Borrowing, conversion or continuation) of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to any of the Borrowers in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrowers, or for otherwise acting in good faith under this Section 2.1(c). After giving effect to all Borrowings, all conversions of Loans from time one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight Rate Periods in effect. (d) Following receipt of a Notice of Borrowing in respect of a Borrowing under Section 2.1(a) or conversion or continuation of Types of Loans as provided in Section 2.1(c) (and if no timely notice of a conversion or continuation is provided by the Borrowers, the Agent shall notify each Bank of the details of any automatic conversion to Alternate Base Rate Loans described in Section 2.1(c)), the Agent shall promptly notify each Bank of the applicable interest rate under Section 2.2. With respect to the Loan to be made by each Bank pursuant to Section 2.1(a), each Bank shall, before 11:00 am (New York City time) on the Closing Date, including make the amount of such Loan available to the Agent by wire transfer in same day funds in dollars, at the Agent’s Payment Office. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Closing Date, the Agent shall make the Borrowing available to the Borrowers at the Agent’s Payment Office in immediately available funds and, to the extent requested in the Notice of Borrowing, deposit or otherwise credit such funds to the account designated in such Notice of Borrowing. Each Bank shall post on a schedule attached to its Note: (i) the amounts date and principal amount of the Loan made under such Note; (ii) the rate of interest each such Loan will bear; and (iii) each payment of principal thereon; provided, however, that any failure of such Bank so to mxxx such Note shall not affect the Borrowers, obligations thereunder or hereunder; and interest due and payable provided further that such Bank’s records as to such matters shall be controlling whether or not such Bank has so marked such Note. Any deposit to become due and payable a demand deposit account by the Agent pursuant to a request (whether written or oral) believed by the Agent to be an authorized request by the Borrowers for a Loan hereunder shall be deemed to be a Loan hereunder for all purposes with the same effect as if the Borrowers had in fact requested the Agent to make such Loan. (e) Unless the Agent shall have received notice from each Borrower a Bank prior to the Lender date of the Borrowing of the Loans pursuant to Section 2.1(a) that such Bank will not make available to the Agent the amount of the Loan to be made by such Bank hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the Closing Date in accordance with this Section 2.1 and the Agent may, in reliance upon such assumption, make available to the Borrowers on the Closing Date a corresponding amount. If and to the extent that such Bank shall not have so made such amount available to the Agent, such Bank (severally) and the Borrowers (jointly and severally) agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Agent, (i) in the case of the Borrowers, at the interest rate applicable at the time to the Loans comprising such borrowing, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest errorsuch Bank, at the Federal Funds Rate. If such Bank shall repay to the extent permitted by applicable lawAgent such corresponding amount, be prima facie evidence such amount so repaid shall constitute such Bank’s Loan as part of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms Borrowing for purposes of this Agreement. (df) Each Borrower The failure of any Bank to make its Loan to be made by it on the Closing Date pursuant to Section 2.1(a) shall execute and deliver not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the Lender Closing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the Closing Date. (g) Except as otherwise provided herein, a promissory note evidencing Eurodollar Rate Loan may be continued or converted only on the last day of a Rate Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansMajority Banks.

The Loans. (a) Lender agrees, upon the terms and subject to the conditions and relying upon the representations and warranties hereinafter set forth, to make one or more loan or loans (individually, a "Loan", and collectively, the Loans"), on a revolving credit basis, to Borrower up to the amount of the Commitment, but in no event more than the Maximum Commitment. The funds advanced pursuant to the Loans shall be used only for Permitted Uses of Funds. (b) Each Loan shall be in an aggregate amount of not less than Two Hundred and Fifty Thousand Dollars ($250,000.00) and in multiples of Ten Thousand Dollars ($10,000.00); provided, however, that the aggregate amount of Loans at any time outstanding shall not exceed the amount of the Commitment. (c) The Borrower may request a Loan by submitting a Borrowing Request to Lender no less than two (2) Business Days prior to the requested Borrowing Date. Lender shall not be required to fund more than three (3) Loans in any thirty (30) day period. Subject to the terms and conditions hereofhereto, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) make the amount of any sum received Funds evidencing the Loan requested available by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender wire transfer in accordance with the terms of this Agreementinstructions set forth in the applicable Borrowing Request. (d) Each Borrower The Loans shall execute be evidenced by the Note, duly executed by Borrower, dated the Closing Date and deliver payable to the Lender a promissory note evidencing the order of Lender. All Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as Borrower pursuant to date this Agreement and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of the principal actually received of such Loans to Lender shall be recorded by Lender on the schedule annexed to the Note and by specific reference made a part thereof. The amounts of principal indicated by said Schedule as outstanding or accrued and unpaid, as the case may be, shall constitute rebuttable presumptive evidence of the principal outstanding and the accrued and unpaid interest on the Loans; provided, that any failure or error on the part of Lender with respect in recording any Loan on such Schedule shall not limit the obligation of Borrower to such pay all principal of and interest accruing on the Loans. (e) The Obligations, including the Loans made hereunder, shall be made with full recourse to the assets of the Related Entities.

The Loans. (a) Subject to and upon the terms and conditions hereofherein set forth, each Lender severally, but not jointly, agrees to make (i) a term loan denominated in Dollars to the Borrower on the Initial Funding Date, in an aggregate principal amount equal to such Lender’s pro rata share of $50,000,000 and (ii) from time to time after the Initial Funding Date and until the date that is 60 days prior to the Maturity Date, additional delayed draw term loans denominated in Dollars in an aggregate principal amount of at least $25,000,000 (or such lesser amount equal to the entire remaining Commitments) each, which when combined with the principal amount of the Loans previously incurred pursuant to clause (i) (which, for avoidance of doubt, excludes subsequently incurred PIK Interest), shall not exceed the Total Commitment. Any amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed. Upon the making of any Loan, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Commitments associated with such Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Dateautomatically terminated. (b) Each Borrower hereby severally and unconditionally, but not jointly Lender may at its option make any LIBOR Loan by causing any domestic or jointly and severally, promises to pay to the Lender the then unpaid principal amount foreign branch or Affiliate of each Loan made by the such Lender to make such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severallyLoan, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including provided that (i) any exercise of such option shall not affect the amounts obligation of principal and interest due and payable or to become due and payable from each the Borrower to the Lender hereunder, repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the amount of any sum received by the Lender from each Borrower. The entries made in the accounts Borrower resulting therefrom (which obligation of the Lender maintained pursuant shall not require it to this Section 1.2(c) shalltake, other than 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 case event of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of request for costs for which compensation is provided under this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account provisions of a Note Section 2.10 shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansapply).

The Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Revolving Credit may be availed of by each of the Borrowers in the form Banks severally agrees to make a revolving loan to each Borrower up to such Bank’s Pro Rata Share of loans such Borrower’s Sublimit. Each Bank shall from time to time advance and re-advance to Borrower an amount equal to such Bank’s Availability to such Borrower (individually each such loan by a Bank, a “Loan” and collectively ”; such loans, collectively, the “Loans”). Each Loan borrowing of the Loans shall be made by Dolphin LLC, Fairlane LLC or TOLLC or simultaneously by any of Dolphin LLC, Fairlane LLC or TOLLC and shall be the separate obligation of the Borrower making such borrowing and not of the other Borrowers; provided that pursuant to the Guaranty, inter alia, Dolphin LLC, Fairlane LLC and TOLLC shall guaranty each other’s Obligations (subject to the limitation on the liability of Dolphin LLC set forth in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000the Guaranty). Each Loan borrowing by a Borrower shall mature on be made ratably from the Termination DateBanks in proportion to their respective Pro Rata Shares. (b) Each Borrower hereby severally and unconditionallyFor purposes of determining usage of a Bank’s Loan Commitment (or Sublimit), but not jointly or jointly and severally, promises to pay to a Bank’s Pro Rata Share of the Lender the then unpaid principal amount of each Loan made by the Lender outstanding Letters of Credit shall be deemed to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant be advanced to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4TOLLC. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to Within the limits set forth herein, each Borrower by the Lender may borrow from time to timetime under this Section 2.01 and prepay from time to time pursuant to Section 2.10 (subject, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower however, to the Lender hereunder, restrictions on prepayment set forth in such Section) and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained thereafter re-borrow amounts which have been repaid pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement2.01. (d) Each Subject to the conditions set forth herein, the Loans may be outstanding as (1) Base Rate Loans, (2) LIBOR Loans or (3) a combination of the foregoing, as a Borrower shall execute elect and deliver notify Administrative Agent in accordance with Section 2.15. The LIBOR Loan and Base Rate Loan of each Bank shall be maintained at such Bank’s Applicable Lending Office for its LIBOR Loan and Base Rate Loan, respectively. (e) The obligations of the Banks under this Agreement are several, and no Bank shall be responsible for the failure of any other Bank to make any advance of a Loan to be made by such other Bank. However, the failure of any Bank to make any advance of the Loan to be made by it hereunder on the date specified therefor shall not relieve any other Bank of its obligation to make any advance of its Loan specified hereby to be made on such date. (f) Borrowers may reallocate the Sublimits between them (and any New Borrower) no more frequently that once per quarter and no more frequently than twice per annum by not less than twenty-one (21) days’ prior written notice to Administrative Agent (who shall promptly forward such notice to the Lender Banks). Each proposed Sublimit must be such that at the time such Sublimit becomes effective such Sublimit for the applicable Property does not exceed the Borrowing Base Value of such Property. (In order to increase the Sublimit for Dolphin above the current amount, Dolphin LLC will be required to amend the Mortgage on Dolphin so as to increase the amount secured thereby, pay the required documentary and intangible taxes and increase the amount of Administrative Agent’s title insurance policy with respect to Dolphin). If Borrowers request that the Sublimit of a promissory note evidencing Property be increased by more than fifteen percent (15%) above the Loans Sublimit as originally established in this Agreement and the Appraised Value of such Property was based on an appraisal prepared (as last updated) more than one (1) year prior to the Borrowers’ notice, then at the request of Administrative Agent (which request must be made within ten (10) Banking Days after notification to Administrative Agent of such proposed increase) Administrative Agent shall (at Borrowers’ expense) obtain an update of the Lender Appraised Value of such Property, in which event the effective date of such increased Sublimit shall be delayed until such current Appraised Value is determined. At any time a Sublimit is changed, Borrowers shall execute replacement notes as necessary to evidence any such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”)changed Sublimit. Without regard to the principal amount of any Note stated on its face, the actual principal amount The Sublimits shall not at any time outstanding and owing by aggregate in excess of the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansTotal Loan Commitment.

The Loans. (a) Subject to and upon the terms and conditions set forth herein, each Lender shall, severally in accordance with its Loan Commitment Ratio and not jointly with any other Lender, make one or more Loans to Borrowers, which Loans (x) when aggregated with each other Loan made hereunder (but excluding, for the avoidance of doubt, all PIK Interest that is paid in kind and deemed to be a part of the principal amount of the Loans), shall be in an amount not to exceed the Aggregate Commitment and (y) for each Lender, when aggregated with each other Loan made by such Lender hereunder (but excluding, for the avoidance of doubt, all PIK Interest that is paid in kind to such Lender and deemed to be a part of the principal amount of the Loans pursuant to Section 2.5(b)), shall be in an amount not to exceed, for each Lender, such Xxxxxx’s Loan Commitment, as follows: (a) on the Closing Date, Loans in the aggregate amount of $30,000,000; (b) at the sole discretion of Administrative Agent on one or more Subsequent Funding Dates, Loans in the aggregate amount up to $30,000,000 so long as the use of proceeds of such Loans are approved in writing by Administrative Agent (the “Incremental Facility”); and (c) during the Delayed Draw Period subject to satisfactions of the conditions set forth in Section 4.3 hereof, the Revolving Credit may be availed of by each of the Borrowers a Loan in the form of loans an aggregate amount up to $5,000,000 (individually a “Loan” and collectively the “LoansDelayed Draw Term Loan”). Each Loan may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. The Loan Commitments shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on permanently reduced by the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Closing Date (or such earlier date and on which each Subsequent Funding Date and shall terminate concurrently with the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount advance of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dateslast Subsequent Funding Date (as applicable). Prior to any Subsequent Funding Date, set forth in Section 1.4. (c) The Lender Schedule 2.1 shall maintain in accordance with its usual practice an account or accounts evidencing Loans made be updated to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower reflect new Loan Commitments equal to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any Aggregate Commitment at such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreementtime. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to The Initial Lenders agree, on the terms and conditions hereofhereinafter set forth, the Revolving Credit may be availed of by each of the Borrowers in the form of loans to make a loan (individually a “Loan” and collectively the “LoansTranche A Loan”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature ) to the Borrower on the Termination DateClosing Date in an amount not to exceed such Initial Lender’s Tranche A Commitment. (b) Each Borrower hereby severally The Initial Lenders agree, on the terms and unconditionallyconditions hereinafter set forth, but not jointly or jointly and severally, promises to pay make a loan (the “Initial Tranche B Loan”) to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Closing Date (or in an amount not to exceed such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Initial Lender’s Initial Tranche B Commitment. (c) The Lender At any time following the Closing Date, upon at least 10 Business Days’ written notice to the Borrower (a “Conversion Request”), Chatham may elect to convert up to $75,000,000 in aggregate principal amount (less any amounts exchanged pursuant to Section 5.09(b)) of 2029 Debentures then held by it into an equal principal amount of Tranche B Loans (the “Additional Tranche B Loan”) on a date specified in the Conversion Request (the “Conversion Date”). In connection with any Additional Tranche B Loan, Chatham shall maintain reimburse Borrower for all costs and expenses of the Borrower in accordance connection with its usual practice an account or accounts evidencing Loans made to each Borrower the making of such Additional Tranche B Loan, including, without limitation, any tax liabilities incurred by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any connection with such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreementconversion. (d) Each Borrower The Tranche A Loan and the Initial Tranche B Loan shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing be made simultaneously by the Borrower Initial Lenders on account of a Note shall the Closing Date. The amounts borrowed under this Section 2.01 and repaid or prepaid may not be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansreborrowed.

The Loans. (a) Subject to the terms and conditions hereofof this Agreement and in reliance on the representations and warranties set forth in this Agreement, the Revolving Credit may be availed of by each of Lender hereby agrees to make Loans to the Borrowers, as follows: (i) on the Closing Date, the Lender shall make a Loan to the Borrowers in an amount equal to ONE MILLION EIGHT HUNDRED THIRTY ONE THOUSAND ONE HUNDRED AND TEN DOLLARS ($1,831,110) (the form “Factoring Agreement Rollover Advance”), which the Borrowers shall use solely for purposes of loans satisfying most of the Borrowers’ obligations under the Factoring Agreement; (individually ii) on the Closing Date, the Lender shall make a Loan to the Borrowers in an amount equal to FIVE HUNDRED EIGHTY-THREE THOUSAND FORTY-EIGHT DOLLARS ($583,048) (the “Initial Advance”), which the Borrowers shall use solely for purposes of settling Existing Unsecured Claims identified on the certificate delivered pursuant to Section 3.1(a)(vii), upon terms and conditions satisfactory to the Lender in its sole discretion; and (iii) subject to the satisfaction of the conditions set forth in Section 3.2, the Lender shall make additional Loans to the Borrower from time to time (each such additional Loan, a “Loan” and collectively Drawdown”), up to an aggregate amount not to exceed ONE MILLION NINE HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED FIFTY-TWO DOLLARS ($1,966,952) (the “LoansMaximum Drawdown Amount”). Each Loan , which the Borrowers shall be use solely for purposes approved by the Lender in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Dateits sole discretion. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to All Loans shall be evidenced by a promissory note substantially in the Lender form attached hereto as Exhibit A (the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement“Promissory Note”). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender may make notations upon such Promissory Note from time to time, including (i) to reflect the amounts making of principal Loans from time to time, and interest due any such notation shall be deemed to be conclusive and payable or to become due and payable from each Borrower binding upon the Borrowers except to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case extent of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of Lender agrees to make loans (individually a “Loan” and collectively the “Loans”)) to the Borrower prior to and on the Commitment Termination Date in the amounts requested by the Borrower up to an amount equal to the Commitment. Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made evidenced by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount promissory note of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount hereto (individually a “Note” and collectively the “Notes”). Without regard , payable to the principal order of the Lender and representing the indebtedness of the Borrower to the Lender resulting from the Loans. Any amount of the Commitment borrowed hereunder and repaid may not be reborrowed; provided, however, that notwithstanding the foregoing, any Note stated on its faceamount repaid pursuant to Section 2.3(d) may be reborrowed. (b) To request the advance of a Loan hereunder, the actual principal Borrower shall notify the Lender in writing (or by telephone confirmed in writing) prior to 2:00 p.m., New York time, of the amount of the Loan requested and the account to which such Loan should be credited. Subject to compliance with the terms and conditions of this Agreement, not later than 4:00 p.m., New York time, on the date of each Loan request from the Borrower, the Lender shall make the amount of the Loan available to the borrower in immediately available funds at any time outstanding and owing by the Borrower on account of a Note specified in the Loan request. (c) No Loans shall be made hereunder after the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansCommitment Termination Date.

The Loans. (a) Subject The Lenders agree, subject to the terms hereof and satisfaction of the conditions hereofprecedent contained herein, from the Effective Date through the Maturity Date to make extensions of credit to the Borrower (each such extension of credit, a "LOAN" and, collectively, the Revolving Credit may be availed of by each "LOANS") upon the request of the Borrowers Borrower in accordance with Section 2.03, on any Milestone Payment Date for the form of loans (individually a “Loan” TerreStar-2 Satellite in order for the Borrower to make the related Milestone Payment to the Satellite Manufacturer as provided below; provided that no Loan shall exceed the Maximum Amount, and collectively the “Loans”). Each provided, further, that each Loan shall be in a minimum an amount at least equal to the full Milestone Payment (or, if less than the full Milestone Payment, $500,000 and whole number multiples of $250,000 100,000 in excess thereof). The Lenders are authorized to make Loans under this Agreement based on written instructions received from an Officer of the Borrower, and the Borrower shall indemnify and hold Collateral Agent and the Lenders harmless for any damages or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made losses suffered by the Lender to such Borrower on the Termination Date (Collateral Agent or such earlier date Lender as a result of reliance on which the Loans become due and payable pursuant to this Agreement)such instructions. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to To the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Lenders shall disburse funds to the obligations Borrower by wiring the amount of each of Loan made by such Lender under this Section 2.01 to the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any Deposit Account or in such account, or any error therein, shall not in any other manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender and otherwise in accordance with the terms Borrower's instructions. Each Loan under this Agreement shall be granted by the Lenders pro rata on the basis of this Agreement. (d) Each Borrower their then-applicable Commitments. It is understood that no Lender shall execute be responsible for any default by any other Lender in its obligation to make Loans hereunder and deliver that each Lender shall be obligated to the Lender a promissory note evidencing make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder. Under no circumstances shall any Lender be obligated to make any Loan if, after making such BorrowerLoan, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the aggregate principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to by such Borrower hereunder less all payments Lender would exceed the Commitment of principal actually received by such Lender then in effect. Amounts prepaid or repaid in respect of the Lender with respect to such LoansLoans may not be reborrowed.

The Loans. (a) Subject The Commission hereby agrees to make Loans to the Public Agency from time to time, in accordance with the terms hereof, in an aggregate amount not to exceed $8,000,000; provided, however, such amount may be increased or decreased in accordance with the provisions hereof; provided, further, no Draws for a Loan shall be made after the Administrator determines that such Draw shall cause the aggregate principal amount of Commercial Paper Notes Outstanding and interest thereon to the stated maturity dates thereof to exceed the Commitment available under the Credit Facility. The Maximum Loan Amount may be increased by approval of the Commission and the Bank and shall be the aggregate amount of all Loans authorized by the Commission and the Bank to be Outstanding hereunder at any one time, subject to the terms and conditions hereof, the Revolving Credit set forth herein. The Maximum Loan Amount may be availed of decreased at any time upon written notice delivered by each the Bank to the Public Agency and the Administrator that, in the Bank's judgment, it has determined that it would not then approve a Draw by such Public Agency for any reason, including, but not limited to, a material decline of the Borrowers financial condition of the Public Agency; provided, however, such decrease in the form Maximum Loan Amount shall have no effect on the outstanding amount of loans (individually a “Loan” and collectively Loans made to the “Loans”)Public Agency. Each Loan Loans shall be subject to approval by the Administrator and the Bank in a minimum amount accordance with the provisions of $250,000 or any greater amount that is an integral multiple of $50,000Section 4.02 hereof. Each Loan shall mature on Draws which have been approved by the Termination Date.Administrator pursuant to Section 4.02 hereof and by the Bank pursuant to Section 3.03(b) hereof and for which all documentation has been submitted pursuant to Sections 4.03 and 4.04 hereof may be made by the Public (b) Each Borrower hereby severally and unconditionally, but The Maximum Loan Amount described in Section 3.03(a) hereof is not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made a commitment by the Lender Bank to such Borrower on approve an increase in the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made Commitment or to such Borrower from time approve any Draw hereunder. Each Draw which the Commission agrees to time outstanding make to the Public Agency is subject to Bank review and an increase in the Commitment required in order to make the Draw may be rejected by the Bank in its sole discretion. No one shall have recourse against the Bank in the event (i) the Bank rejects a request to increase the Commitment available under the Credit Facility, (ii) the Public Agency receives any notice from the date Bank pursuant to Section 3.03(a) hereof until payment in full thereof at of a decrease of the rates per annum, and on Maximum Loan Amount or (iii) the dates, set forth in Public Agency receives any notice from the Bank pursuant to Section 1.45.06 that the Expiration Date will not be extended or that any portion of the Public Agency Commitment will not be extended. (c) The Lender shall maintain in accordance with its usual practice In order to obtain an account agreement from the Bank to approve all the Draws to be made under a Loan or accounts evidencing Loans to be made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower Commission pursuant to the Lender hereunderterms hereof and accordingly increase the Commitment under the Credit Facility, and (ii) the Public Agency may enter into an agreement with the Bank whereby the Bank will agree to such increase in the Commitment upon payment, or agreement for payment, of a commitment fee or fees. The amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence commitment fee or fees and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower the commitment shall execute be mutually agreed upon by the Bank and deliver to the Lender Public Agency. The Administrator shall receive a promissory note evidencing the Loans copy of the Lender to any such Borrower, agreement. The amount of such commitment fee or fees shall be reflected in a certificate substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansC hereto.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make a single loan to the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature Borrower on the Termination DateClosing Date in an amount not to exceed such Lender’s Commitment. Such Borrowing shall consist of Loans made simultaneously by the Lenders in accordance with their respective Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. (b) Each Borrower hereby severally The parties hereto agree that, following the Closing Date, the Initial Lender and unconditionallyits affiliates will have the right to and may syndicate the Loans and the Commitments to one or more Eligible Assignees identified by the Initial Lender and its affiliates after consultation with the Borrower. The Lead Arranger will have the right to manage all aspects of any such syndication in consultation with the Borrower, but not jointly or jointly and severally, promises to pay including decisions as to the Lender selection of institutions to be approached and when they will be approached, the then unpaid principal amount acceptance of each Loan made by commitments, the Lender amounts offered, the amounts allocated and the compensation provided. (c) After the Borrower’s and Administrative Agent’s receipt of written notice from the Lead Arranger that it intends to such Borrower on the Termination Date (or such earlier date on which syndicate the Loans become due and payable pursuant (a “Notice of Intent to this AgreementSyndicate”). Each Borrower hereby further severally, but not jointly the Initial Lender may elect, in its sole discretion, in exchange for the Loans, to cause it or jointly and severallyits affiliates to purchase or receive exchange notes (“Exchange Notes”) from the Borrower, agrees to pay to in the Lender interest on the unpaid aggregate principal amount of the Loans made to such Borrower from time to time outstanding from that are then outstanding, which Exchange Notes shall have identical terms as the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shallLoans, other than any necessary modifications with respect to nomenclature and documentation (such as the preparation of a purchase agreement, indenture and related documentation). Each of the parties hereto agrees to negotiate and execute such documentation in good faith within a reasonable and customary time following the case Borrower’s receipt of manifest errora Notice of Intent to Syndicate. In the event that the Initial Lender or any of its affiliates purchases such Exchange Notes, the Lenders (or the then holders of such Exchange Notes) shall have the right, at any time, to the extent permitted by applicable lawexchange such Exchange Notes, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recordedin whole or in part, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the for an equal original principal amount of Loans, provided that any Note stated on its face, costs and expenses incurred in connection with such exchange shall be for the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansrequesting holder.

The Loans. (a) Subject to On the terms and subject to the conditions hereof, on the Revolving Credit Amendment Effective Date, and thereafter from time to time prior to the Termination Date, each Conduit Lender may be availed of by in its sole discretion, and each Committed Lender shall if the Conduit Lender in its related Lender Group elects not to do so, make Loans to the Borrower in an amount in Dollars, for each Lender Group, equal to its Lender Group Percentage of the Borrowers amount requested by the Borrower pursuant to Section 2.02; provided that, after giving effect to such Loans: (i) the aggregate outstanding principal amount of the Loans for any Lender Group shall not exceed its Lender Group Limit; and (ii) the aggregate outstanding principal amount of the Loans for all Lenders shall not exceed the Facility Limit. If there is more than one Committed Lender in a Lender Group, each such Committed Lender shall lend its Pro Rata Share of such Lender Group's Lender Group Percentage of each Loan, to the form of loans (individually a “Loan” and collectively extent not loaned by the “Loans”)related Conduit Lender. Each Loan borrowing of Loans hereunder (each a "Borrowing") shall be in a minimum principal amount equal to such amount as will ensure that (x) no Lender Group's Lender Group Percentage of such Borrowing would be less than $250,000 or any greater amount that is 1,000,000 and (y) each Lender Group's Lender Group Percentage of such Borrowing would be an integral multiple of $50,000100,000. Each Loan shall mature on Subject to the Termination Dateforegoing and to the limitations set forth in Section 2.05(d), the Borrower may borrow, prepay and reborrow the Loans hereunder. (b) The Loans made by the Lenders in any Lender Group shall be evidenced by a promissory note in the form attached hereto as Exhibit G (each, a "Note"). Each Borrower hereby severally Note shall be dated the date of this Agreement, shall be duly executed by the Borrower, shall be payable to the Funding Agent for the applicable Lender Group and unconditionally, but not jointly or jointly and severally, promises to pay shall have a stated maximum principal amount equal to the Lender the then unpaid principal amount of Group Limit for such Lender Group. Each Funding Agent may, in its discretion, enter on a schedule attached to its Note a notation (which may be computer generated) with respect to each Loan made hereunder by the Lenders in its Lender Group of (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof. The failure of any Funding Agent to make any such Borrower notation on the Termination Date (schedule to its Note shall not limit or such earlier date on which otherwise affect the obligation of the Borrower to repay the Loans become due in accordance with the terms thereof and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4hereof. (c) The Borrower may, from time to time upon at least five Business Days' prior written notice via electronic mail followed by telecopy to each Funding Agent, elect to reduce the Facility Limit, provided that after giving effect to any such reduction and any principal payments on such date, the Aggregate Principal Balance shall not exceed the Facility Limit. Any such reduction shall reduce each Lender shall maintain Group Limit (and the corresponding Conduit Lending Limit(s)) hereunder ratably in accordance with their respective Lender Group Percentages and shall reduce each Committed Lender's Commitment ratably within its usual practice an account or accounts evidencing Loans made to Lender Group in accordance with each Borrower by Committed Lender's Pro Rata Share. Once the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained Facility Limit is reduced pursuant to this Section 1.2(c2.01(c) shall, other than in it may not subsequently be reinstated without the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations consent of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementCommitted Lender. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, the Revolving Credit may Lender agrees to make (i) the Initial Loan to the Borrower on the Initial Closing Date, the proceeds of which shall be availed used solely to purchase shares of by each common stock of MicroFinancial tendered pursuant to the Tender Offer and to pay fees, costs and expenses in connection with the Acquisition and this Agreement (including, without limitation, accrued interest hereunder) and (ii) the Subsequent Loan at any time after the Initial Closing Date until and including the Maturity Date to provide funding for additional consideration, fees, costs and expenses that are then payable or are reasonably expected to be payable in connection with (x) the purchase of any shares of common stock of MicroFinancial tendered during any subsequent offering period as part of the Borrowers in Tender Offer (if applicable), (y) the form consummation of loans the Merger or (individually a “Loan” and collectively z) this Agreement (including, without limitation, accrued interest hereunder); provided that Total Outstandings (after giving effect to all requested Loans) shall not at any time exceed the “Loans”)Commitment. Each Loan All Loans shall be denominated in a minimum U.S. dollars. Any amount of $250,000 borrowed under this Section 2.1 and subsequently repaid or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Dateprepaid may not be reborrowed. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower The Commitment shall automatically terminate at 5:00 p.m. Boston time on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4Maturity Date. (c) The Lender Borrower shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by have the Lender right at any time and from time to time, including time upon five (i5) Business Days’ (or such shorter period as the amounts of principal and interest due and payable or to become due and payable from each Borrower Lender may agree in its sole discretion) prior written notice to the Lender to reduce by $5,000,000, and in integral multiples of $1,000,000 if in excess thereof, the Commitment or to terminate entirely the Lender’s Commitment to make Loans hereunder, and (ii) whereupon the amount of any sum received by the Lender from each Borrower. The entries made in the accounts Commitment of the Lender maintained pursuant to this Section 1.2(c) shall be reduced by the amount specified in such notice or shall, other than in as the case of manifest error, to the extent permitted by applicable lawmay be, be prima facie evidence terminated entirely; provided that, for the avoidance of the existence and amounts of the obligations of each of the Borrowers therein recordeddoubt, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing written notice may be revoked by the Borrower prior to the effectiveness of the requested reduction or termination on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansdate specified therein.

The Loans. (a) Subject During the period (the "CREDIT PERIOD") from the date hereof until the earlier of (x) the termination (or reduction to zero) of the Commitment as provided herein and (y) the Maturity Date, the Bank agrees, on the terms and conditions hereofset forth in this Agreement, to lend to the Borrower from time to time amounts (each, a "COMMITTED LOAN", and, collectively, the Revolving Credit may be availed of by each of the Borrowers "COMMITTED LOANS") not exceeding in the form of loans (individually a “Loan” and collectively aggregate at any one time outstanding the “Loans”)Commitment. Each Committed Loan under this Section 2.1 shall be in a minimum principal amount of not less than $250,000 5,000,000 or any greater amount that is an higher integral multiple of $50,000100,000 (except that any Loan may be in the amount of the unused Commitment). Each Loan shall mature on No more than six (6) Committed Loans may be outstanding hereunder at any time. During the Termination DateCredit Period and within the foregoing limits, the Borrower may borrow under this Section 2.1, repay the Committed Loans and reborrow under this Section 2.1. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay In addition to the Lender Committed Loans, the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower may from time to time outstanding from prior to the date hereof until payment Maturity Date request the Bank to make Loans ("QUOTED RATE LOANS") to the Borrower on an uncommitted basis at a rate of interest and in full thereof at the rates per annum, such amount and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower for such term as may be agreed upon by the Lender from time Bank and the Borrower, which shall serve to time, including (i) reduce the amounts of principal and interest due and payable or available Commitment by an amount equal to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrowersuch Quoted Rate Loans. The entries made in the accounts of the Lender maintained pursuant Bank shall have no obligation to this Section 1.2(c) shall, other than in the case of manifest error, extend any Quoted Rate Loan to the extent permitted by applicable law, be prima facie evidence of Borrower or to quote any rate to the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender Borrower as hereinafter described. The term "LOAN" or "LOANS" shall refer to maintain any such accountCommitted Loans or Quoted Rate Loans, or any error thereinboth, shall not in any manner affect as the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreementcontext may require. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan The Loans shall be made in a minimum amount integral multiples of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date500,000.00. (b) Each For each proposed Loan, a Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to shall give the Lender the then unpaid principal amount Bank written notice of each Loan made by the Lender to such Borrower its proposal (which notice shall be irrevocable) no later than 9:00 a.m. (New York time) on the Termination Date (or disbursement date for such earlier date on which the Loans become due and payable pursuant to this Agreement)Loan that is an Overnight Fed Funds Rate Loan. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender notice shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including specify (i) the amounts requested disbursement date of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunderproposed Loan, which disbursement date shall be a Business Day, and (ii) the amount of any sum received such proposed Loan. Such notice for the extension of a Loan shall be (i) executed by purportedly duly authorized officers of such Borrower and (ii) made by telecopier, or telex, to be confirmed in writing or by telephone. A Borrower shall notify the Bank in writing of the names of their respective officers authorized to request Loans on behalf of the Borrower and shall provide the Bank with the specimen signatures of such officers. The proceeds of each Loan shall be disbursed by the Lender from each Bank by crediting a Borrower. The entries made ’s designated account at ICAP Futures, L.L.C., until further written notice by Borrower, with immediately available funds or in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, such other than in the case of manifest error, manner as may be acceptable to the extent permitted by applicable law, be prima facie evidence of Borrower and the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender Bank. Subject to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms and conditions of this Agreement, if a Borrower shall properly and timely request a Loan under this subsection 3(b), then the Bank shall disburse the proceeds of such Loan no later than 12:00 p.m. (New York time) on the disbursement date therefor. (c) Subject to Section 6 below, the Borrowers may, at any time and from time to time, prepay Loans in whole or in part together with accrued interest, except that any partial prepayment shall be in an aggregate principal amount of at least $500,000.00. A Borrower shall give the Bank written notice of each prepayment no later than 12:00 noon (New York time), on the date of such prepayment. Each written notice of prepayment shall specify the date on which prepayment is to be made and the amount to be prepaid. (d) Each Borrower The Borrowers shall execute and deliver repay to the Lender a promissory note evidencing Bank on the Credit Facility Termination Date the aggregate principal of Loans of the Lender to outstanding on such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansdate.

The Loans. (A) Line of Credit Loan. Subject to all terms set forth herein but only during the Commitment Period and for so long as no Event of Default exists, Bank agrees, from time to time and on the terms hereinafter set forth, to loan to Borrowers, on a joint and several basis, when requested by Borrowers, principal amounts up to the Aggregate Loan Values as determined by the Bank from the periodic reports submitted by Borrowers to the Bank. Within the aforesaid limits, Borrowers may borrow, make payments, and reborrow under this Agreement, subject to the provisions hereof. (1) The obligation to repay the Line of Credit Loan shall be evidenced by the Note payable to the order of the Bank and maturing upon the earlier to occur of (a) Subject an Event of Default, or (b) the expiration of the Commitment Period. Amounts due under the Note and otherwise under this Agreement and under the Loan Documents shall be reflected in the Loan Account. (2) Borrowers shall submit, on a combined basis, a Borrowers' Report in the form attached hereto as Exhibit "A" (or in such other form as may be furnished by Bank from time to time) on the date of this Agreement and at least monthly (the information contained in said Borrowers' Report to, at the time of submission, be no older than thirty one (31) days from the last day of the preceding month-end) thereafter during the term of this Agreement; provided, however, that, in the event that the Aggregate Loan Values, at any time, equals an amount less than one hundred fifteen percent (115%) of the then outstanding principal balance of the Line of Credit Loan, Borrowers shall submit, on a combined basis, a Borrowers' Report in the form attached hereto as Exhibit "A" (or in such other form as may be furnished by Bank from time to time) at least weekly until such time as Borrowers' Aggregate Loan Values equals an amount that is not less than one hundred fifteen percent (115%) of the then outstanding principal balance of the Line of Credit Loan. Bank may, in its sole discretion, require that each advance made under the Line of Credit Loan be effected by Borrowers' submitting (and the Bank's receiving) a Borrowers' Report at least one Business Day prior to the date Borrowers desire the advance to be made. Bank shall, if all the terms and conditions hereofprovisions of this Agreement have been met, including, without limitation, the Revolving Credit absence of an Event of Default hereunder, make such advances. Each such Borrowers' Report shall be signed by an officer or employee of each Borrower authorized by each Borrower to execute such reports, whose name(s) shall be included in a certificate furnished to the Bank. In addition, Borrowers shall report Collateral and financial information to Bank as frequently as Bank may request through Bank's STABLNET.LINK(TM) electronic reporting system or through such other exxxxxxxxx xxxtems as may be availed of established by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination DateBank from time-to-time. (b3) Each Borrower hereby severally At its discretion, Bank may make advances to Borrowers under the Line of Credit Loan without specific request by automatic advance based on availability in accordance with procedures established by Bank. In addition, as an accommodation to Borrowers, Bank may permit telephonic requests for loans and unconditionallyelectronic transmittal of instructions, but authorizations, agreements or reports to Bank by Borrowers. Unless Borrowers specifically direct Bank in writing not jointly to accept or jointly act upon telephonic or electronic communications from Borrowers, Bank shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Bank's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to Bank telephonically or electronically and severally, promises purporting to pay have been sent to Bank by Borrowers and Bank shall have no duty to verify the Lender origin of any such communication or the then unpaid principal amount authority of each Loan made by the Lender to such Borrower on person sending it absent the Termination Date gross negligence or willful misconduct of Bank. (or such earlier date on which 4) If the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid outstanding principal amount of the Loans made Line of Credit Loan at any time exceeds the lesser of $40,000,000.00 or the Aggregate Loan Values as reflected on the Borrowers' Report, Borrowers shall immediately pay the Bank an amount equal to such excess as a payment on the principal amount of the Line of Credit Loan. (5) Subject to Section 2.1(A)(9) hereof, each borrowing under the Line of Credit Loan shall be effected by crediting the amount thereof to the regular checking account of Borrowers maintained with the Bank or with another bank approved by the Bank. Said checking account shall be held in the name of both Borrowers, with each Borrower having full and equal rights of withdrawal with respect thereto. (6) The principal amount of the Line of Credit Loan outstanding from time to time outstanding from hereunder shall bear interest in the date hereof until payment in full thereof at the rates per annum, and on the dates, rate more specifically set forth in Section 1.4. (c) The Lender the Note. Interest shall maintain in accordance with its usual practice an account or accounts evidencing Loans made be paid to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) Bank on the amount of any sum received by the Lender from each Borrower. The entries made Line of Credit Loan outstanding and shall be payable as more specifically set forth in the accounts Note. From and after the occurrence of the Lender maintained pursuant to this Section 1.2(c) shallan Event of Default, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any the Line of Credit Loan outstanding from time to time shall, subject to the provisions of the following subsection, bear interest at the Default Rate. (7) Borrowers acknowledge and agree that the provisions herein and in the Note stated on its face, relating to the actual principal amount at any time outstanding Default Rate represent a fair and owing reasonable estimate by the Borrower on account Borrowers and Bank of a Note shall fair average compensation for the loss that may be sustained by Bank due to the sum failure of all Loans made Borrowers to such Borrower hereunder less all make timely payments of principal actually received by the Lender with respect to the Obligations and for the cost and expenses that may be incurred by Bank by reason of the occurrence of an Event of Default, the parties recognizing that the damages caused by such Loansextra administrative expenses and loss of the use of funds is impracticable or extremely difficult to ascertain or estimate. Interest at the Default Rate may, at the Bank's option, be paid without prejudice to the rights of Bank to collect any other amounts provided to be paid hereunder.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees, at any time and from time to time during the Commitment Period (Term) to make one or more loans to the Borrower (each a "Term Loan" and collectively, the Revolving Credit may "Term Loans") in an aggregate principal amount for all such Term Loans not exceeding the amount of its Term Loan Commitment. The borrowings from the Lenders pursuant to this Section 2.1(a) shall be availed of by (1) in an aggregate principal amount (aggregating Term Loans then being requested with Term Loans previously made) not to exceed the Total Term Loan Commitment then in effect; (2) made from each Lender pro rata on the basis of the Borrowers Term Loan Commitment of such Lender; provided, that in no event shall the aggregate principal amount of Term Loans made in respect of the acquisition by a PFAL Portfolio Entity of any Asset Pool exceed the lowest of (x) the Total Term Loan Commitment then in effect minus the aggregate amount of Term Loans theretofore made; (y) the Applicable Borrowing Percentage of the Acquisition Price for such Asset Pool and (z) $7,500,000; and (3) used by Borrower solely (x) to make advances to FC Commercial evidenced by the FC Commercial (PFAL) Pledged Note, the full amount of which advances are used by FC Commercial (as more fully set forth in other portions of this Section 2, in Section 6B and in other Sections of this Agreement) to make a contribution to the capital of a PFAL Portfolio Entity in connection with such PFAL Portfolio Entity's acquisition of an Asset Pool and (y) if requested by Borrower in the form Notice of Borrowing for such Term Loans, to pay the Utilization Fee in respect of the Term Loans made pursuant to clause (x) (the Term Loans included in each such borrowing by Borrower in respect of an Asset Pool, together with any borrowing of the Utilization Fee in respect thereof, being referred to herein as a "Tranche" of Term Loans, each borrowing of Term Loans in respect of an Asset Pool (and related Utilization Fee) constituting a different Tranche of Term Loans distinct from each other Tranche (or borrowing) of Term Loans (and any related Utilization Fee) borrowed in respect of any other Asset Pool) and provided further that (i) in no event shall the aggregate principal amount of Term Loans made during the one year period commencing on (and including) the Effective Date exceed $25,000,000; (ii) in no event shall the aggregate principal amount of Term Loans made under this Agreement (after giving effect to all pending requests for Loans, and whether or not all or any portion of the Term Loans theretofore made remain outstanding in whole or in part) exceed the amount by which $77 million exceeds the aggregate principal amount of loans outstanding under the Amended and Restated Agreement; (individually a “Loan” and collectively iii) in no event shall the “aggregate amount (after giving effect to all pending requests for Term Loans”). Each ) of Term Loans made in respect of Asset Pools-NL exceed 25% of the Total Term Loan Commitment at such time; and (iv) in no event shall be in a minimum the aggregate amount of $250,000 or any greater Term Loans made in respect of Asset Pools acquired from Non-US Sellers exceed 50% of the amount that is an integral multiple of $50,000. Each Loan shall mature on all Term Loans theretofore made (including the Termination DateTerm Loans then being requested). (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay Subject to the terms and conditions set forth herein, each Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due severally agrees at any time and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time during the Commitment Period (Revolving) to make loans to the Borrower (each a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") up to its Revolving Credit Loan Commitment; provided that in no event shall the aggregate principal amount of Revolving Credit Loans outstanding from at any time exceed the date hereof until payment Total Revolving Credit Loan Commitment then in full thereof at effect. During the rates per annumCommitment Period (Revolving), the Borrower may utilize the Revolving Credit Loan Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part without premium or penalty, and on the datesreborrowing, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender all in accordance with the terms of this Agreement. (d) Each Borrower and conditions hereof. Revolving Credit Loans shall execute and deliver to be made from each Lender pro rata on the Lender a promissory note evidencing the Loans basis of the Lender to Revolving Credit Loan Commitment of such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansLender.

The Loans. (a) Subject to the terms and conditions hereofof this Loan and Security Agreement, Lender agrees to make a loan or loans to Borrower. The maximum principal amount of any loan or loans to be made by Lender to Borrower shall be within Lender's discretion, subject to the Revolving Credit may exercise of Lender's reasonable business judgment, and shall be availed of by each of the Borrowers as stated in the form of loan commitment letter issued by Lender to Borrower, or in the event a commitment letter is not issued by Lender, in Lender's internal credit approval (each such loan or loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each referred to as "the Loan shall mature on the Termination DateAmount"). (b) Each The Loan Amount shall be repaid by Borrower hereby severally and unconditionally, but not jointly as a term loan or jointly and severally, promises to pay to term loans ("Term Loan"). The Term Loan shall be evidenced by a promissory note or notes in the Lender the then unpaid principal amount form attached hereto as Exhibit "A" ("Term Note"). The payment provisions of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement)Term Note shall be stated therein. Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4.7 (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower If requested by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunderBorrower, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms and conditions of this AgreementSection 3 hereof, Lender shall make interim fundings to Borrower of a Term Loan as partial advances of the Loan Amount ("Interim Loans"). The Interim Loans shall either be for the payment of the acquisition cost of any items of Equipment delivered and accepted by Borrower prior to the expiration date of Lender's loan commitment to Borrower ("Commitment Expiration Date") or to fund progress payments to the vendor or manufacturer of the Equipment, if the making of progress payments was agreed to by Lender in its commitment or approval to make the loan or loans to Borrower. The Interim Loans shall be evidenced by promissory notes in the form attached hereto as Exhibit "B" ("Interim Note"). Interest on all Interim Loans shall be payable as provided therein. The principal amount due under the Interim Loans shall be due as provided in the Interim Notes, at which time, provided no Event of Default hereunder has occurred and is continuing or event which with the passing of time or giving of notice or both would become an Event of Default hereunder has occurred and is continuing, Lender shall consolidate all Interim Loans and convert them to a Term Loan evidenced by a Term Note or Notes. Whether or not a Term Loan is evidenced by one or more Term Notes shall be as agreed between Lender and Borrower, or in the absence of such an agreement, as decided by Lender, in the exercise of its reasonable business judgment. (d) Each Borrower shall execute and deliver In the event that the amount loaned pursuant to the Lender a promissory note evidencing Interim Loans is less than the Loans Loan Amount, subject to Borrower's compliance with the terms and conditions of this Loan and Security Agreement (including the satisfaction of the Lender conditions of borrowing set forth in Section 7 of this Loan and Security Agreement, including but not limited to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the providing Lender with respect a description of the items of Equipment), Lender shall disburse to such LoansBorrower the balance of the Loan Amount on the same date that the Interim Loans are convened into a term loan.

The Loans. (a) Subject if such Lender has so notified the Administrative Agent. Each of the Administrative Agent or the Borrower may, in its discretion, agree to the terms accept notices and conditions hereof, the Revolving Credit other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be availed of by each of the Borrowers in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 limited to particular notices or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Datecommunications. (bd) Each Borrower hereby severally and unconditionallyUnless the Administrative Agent otherwise prescribes, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) notices and other communications sent to an e-mail address shall be deemed received upon the amounts sender’s receipt of principal and interest due and payable an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not received during the normal business hours of the recipient, such notice or communication shall be deemed to become due and payable from each Borrower to have been received at the Lender hereunderopening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the amount deemed receipt by the intended recipient at its e-mail address as described in Section 10.11(d)(i) of notification that such notice or communication is available and identifying the website address therefor. (e) Each of the Borrower and the Agents may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and each Agent. (f) The Agents and the Lenders shall be entitled to rely and act upon any written notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with any Agent may be recorded by such Agent, and each of the parties hereto hereby consents to such recording. (g) So long as WestLB is the Administrative Agent, the Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Financing Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to the payment of any sum received principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default or (iii) is required to be delivered to satisfy any condition precedent to the Effective Date (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Lender from each BorrowerCommunications in an electronic/soft medium in a format acceptable to the Administrative Agent to xxx_xxxxxx_xxxxxxxx@xxxxxx.xxx. The entries made In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than manner specified in the case of manifest error, Financing Documents but only to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower requested by the Lender in accordance with the terms of this AgreementAdministrative Agent. (dh) Each So long as WestLB is the Administrative Agent, the Borrower shall execute and deliver further agrees that the Administrative Agent may make the Communications available to the Lender Lenders by posting the Communications on xxxx://xxx.xxxxxxxxxx.xxx (or any replacement or successor thereto) or a promissory note evidencing substantially similar electronic transmission systems (the Loans “Platform”). (i) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENTS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENTS IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (j) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth in Schedule 10.11(a) shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Financing Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Financing Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. (k) Notwithstanding clauses (g) to (j) above, nothing herein shall prejudice the right of any Agent or Lender to give any notice or other communication pursuant to any Financing Document in any other manner specified in such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansFinancing Document.

The Loans. (a) Revolving Loans/Swingline Advances. Subject to the terms and ---------------------------------- conditions hereof, each Bank severally agrees at any time and from time to time on and after the Execution Date and prior to the Revolving Credit may be availed Loan Maturity Date, to make and maintain a revolving credit loan or loans (each a "Revolving Loan" and collectively, the "Revolving Loans") to the Company not to exceed at any time outstanding the maximum amount of by each its Revolving Loan Commitment, which Loans (i) shall, at the option of the Borrowers Company, be made and maintained pursuant to one or more Advances comprised of Alternate Base Rate Advances or Eurodollar Rate Advances, provided that, except as otherwise specifically provided herein, all Advances made pursuant to a single Notice of Advance shall be of the same Type, (ii) in the form case of loans (individually a “Loan” and collectively the “Loans”). Each Loan Eurodollar Rate Advances, shall be made in a the minimum amount of $250,000 1,000,000 and integral multiples of $1,000,000 and, in the case of Alternate Base Rate Advances, in the minimum amount of $1,000,000 and integral multiples of $500,000, or, in either case, the amount of the Unutilized Commitment, (iii) may be repaid and, so long as no Default or Event of Default exists hereunder, reborrowed, at the option of the Company in accordance with the provisions hereof, and (iv) shall, in the aggregate at any time outstanding, together with the Letter of Credit Liabilities, not exceed the Total Revolving Loan Commitment. There shall be no further Advances after the Revolving Loan Maturity Date. Notwithstanding anything to the contrary contained in this Agreement, the Company may from time to time request, and Bank of America (or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionallysuccessor Bank acting as swingline lender, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made approved by the Company and the Administrative Agent, the "Swingline Lender") may at its discretion from time to time advance (but shall in no event be obligated to advance), Revolving Loans which are to be funded solely by the Swingline Lender to such Borrower on (the Termination Date "Swingline Advances"); provided however, that (or such earlier date on which i) the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid aggregate principal amount of the Loans made to such Borrower from Swingline Advances outstanding at any time to shall not exceed $30,000,000 and the aggregate principal amount of the Outstanding Revolving Credit at any time outstanding from (inclusive of the date hereof until payment in full thereof Swingline Advances) shall not exceed the Total Revolving Loan Commitment, (ii) all Swingline Advances shall bear interest at the rates per annum, and on the dates, set forth in Section 1.4. Swingline Lender's cost of funds (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower as determined by the Swingline Lender from time to timein good faith) plus the applicable Margin for Revolving Loans, including (iiii) each Swingline Advance shall be a minimum principal amount of $1,000,000 or any larger amount in increments of $100,000, (iv) each Swingline Advance shall be payable upon demand, but in any event no later than the amounts 7th day after the making of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereundersuch Swingline Advance, and (iiv) the amount of any sum received by Swingline Lender shall give the Lender from Administrative Agent and each Borrower. The entries made in the accounts Bank written notice of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Administrative Agent or any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such LoansBank (but no more often than once every calendar quarter).

The Loans. Lender agrees, upon compliance by Borrower with all terms and conditions hereinafter set forth and set forth in the other Loan Documents (aas hereafter defined), to make advances of loan proceeds (the "Advances") Subject to Borrower from time to time, prior to September 28, 2000, in an aggregate amount not to exceed the principal amount of $5,000,000.00, the proceeds of which shall be used for the purpose of terminating Borrower's current lubricant supply arrangement, and for acquiring, constructing and/or developing properties to expand Borrower's express lube business locations and to enter into and comply with the terms and conditions of a Master Supply Contract with Mobil Oil Corporation. Advances hereunder shall be evidenced by notes depending upon the timing and nature of the disbursements to be made by Borrower. The first note of which shall be dated September 29, 1997, (The "Buyout Note") and notes to be dated as disbursed thereafter shall be designated notes A through J ("Expansion Notes"), or any substitution, modification or amendment thereto (collectively, hereinafter referred to as the "Notes"), the terms of which are incorporated herein by this reference. One advance of up to $2,620,000 is permitted under the Buyout Note and as many additional advances are permitted as are required by Borrower, subject to the terms and conditions hereof, the Revolving Credit may be availed of by each of the Borrowers Agreement to Provide Guaranty and Reimbursement Agreement between Borrower, Mobil Oil Corporation and Mobil Corporation dated September 29, 1997, (the "Agreement to Provide Guaranty"); PROVIDED HOWEVER, that no more than one Advance under all the Notes collectively shall be made in the form of loans (individually a “Loan” and collectively the “Loans”)any one month. Each Loan request for an Advance shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionallyaccompanied by Borrower's written Request for Advance, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans"A" attached hereto.

The Loans. (a) Subject to On the terms and subject to the conditions hereof, the Revolving Credit Lenders severally agree to make loans (each, a "Loan"; collectively, the "Loans") to Borrower in an aggregate amount not to exceed Twenty Six Million Two Hundred Fifty Thousand Dollars ($26,250,000). Loans may be availed of by each of borrowed at any time on or prior to November 1, 1999. The parties acknowledge that, prior to the Borrowers date hereof, RDA has made loans to Borrower ("Pre-Closing Loans") in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid aggregate principal amount of each Loan made by approximately $1,430,625. Pre-Closing Loans shall constitute Loans hereunder from their respective dates made. RDA will make a final determination within thirty (30) days after the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount hereof of the all Pre-Closing Loans made to such Borrower from time and shall specify to time outstanding from Borrower in reasonable detail the basis for its determination. Upon Borrower's agreement as to the amount of Pre-Closing Loans advanced prior to the date hereof until payment hereof, any difference between the estimated amount of Pre-Closing Loans specified in full thereof at this Section 1 and the rates per annum, actual amount of Pre-Closing Loans determined by agreement of RDA and on the dates, set forth in Section 1.4.Borrower shall be addressed as follows: (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower Schedule to the Lender hereunderNote (as hereinafter defined) in favor of RDA will be revised to reflect any adjustments to the amount of Pre-Closing Loans, and (ii) if the actual amount of Pre-Closing Loans exceeds the estimated amount of Pre-Closing Loans set forth in this Section 1, Borrower shall immediately repay such excess amount and (iii) if the actual amount of Pre-Closing Loans is less than the estimated amount of Pre-Closing Loans set forth in this Section 1, RDA shall immediately disburse a Loan in the amount of any sum received by such shortfall and shall change Borrower interest on such additional Loan only from the Lender from each Borrower. The entries made in date of disbursement (and such additional Loan shall be so reflected on the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, revised Schedule to the extent permitted by applicable law, be prima facie evidence Note in favor of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this AgreementRDA). (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the terms and conditions hereofset forth herein, (I) each Lender severally agrees to make its portion of the Revolving Credit may be availed Loans on the Closing Date to the Borrowers in Dollars in an amount not to exceed such Lender’s Closing Date Commitment and (II) each Lender severally agrees to make its portion of the Delayed Draw Loans on each Delayed Draw Funding Date to the Borrowers in Dollars in accordance with clauses (c) and (d) below. The Closing Date Commitment of each Lender to fund the Loans on the Closing Date shall expire upon the funding by Lenders of the Loans. The Delayed Draw Commitment of each Lender to fund the Delayed Draw Loans shall expire upon the Delayed Draw Commitment Expiration Date. This Agreement evidences the obligation of the Borrowers in to repay the form of loans (individually Loans and is being executed as a “Loannoteless” and collectively the “Loans”)credit agreement. Each Loan shall be in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally and unconditionallyHowever, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The request of any Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to at any time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, agree that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall they will execute and deliver to the such Lender a promissory note evidencing the Loans of the Lender (each, a “Note”) payable to such Borrower, Lender and its registered and permitted assigns and substantially in the form of Exhibit A with appropriate insertions as 2.1(a) hereto. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment permitted hereunder) be represented by one or more promissory notes in such form payable to the payee named therein and its registered and permitted assigns. The Loans shall bear interest at the Applicable Rate. (b) Once repaid, whether such repayment is voluntary or required, the Loans may not be reborrowed. (c) Extensions of credit under the Delayed Draw Commitments shall be subject, in each case, to the conditions precedent set forth in Section 8.2. (d) The Delayed Draw Commitment shall automatically expire on the date and principal amount that is the earlier of (individually a “Note” and collectively i) the date on which the entire Delayed Draw Commitment has been funded or (ii) the eighteenth (18th) month anniversary of the Closing Date (the “NotesDelayed Draw Commitment Expiration Date”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject Pursuant to the Existing Agreement, Lender has previously made a term loan advance to Borrower, the aggregate outstanding principal amount thereof as of the date hereof being $110,000,000 (the “Existing Principal Amount”). Effective as of the date hereof, and without the making of any further advances hereunder, the Existing Principal Amount shall be deemed to be a term loan advance made pursuant to this Agreement (the “Initial Term Loan”) and shall be subject in all respects to the terms and conditions hereof. In addition to the Initial Term Loan, Lender hereby agrees to make an additional term loan advance to Borrower on the Up-Size Date in an amount equal to $121,000,000, subject to the satisfaction of the Up-Size Conditions (the “Up-Size Term Loan” and, collectively with the Initial Term Loan, the Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually “Term Loans” and each, individually, a “Term Loan” and collectively the “Loans”). Each Any amounts repaid or prepaid on the Term Loan may not be reborrowed. The Term Loans shall be Eurodollar Loans. The parties hereto acknowledge and agree that on the Up-Size Date, without the initiation of any new wire transfers from Lender to Borrower, the Up-Size Term Loan shall be deemed to be made hereunder and applied to pay, satisfy or discharge all obligations of AFT pursuant to the AFT Loan Documents in a minimum amount of $250,000 or any greater amount that is an integral multiple of $50,000full. Each Loan shall mature on the Termination Date. (b) Each Borrower hereby severally instructs Lender to reflect on its book and unconditionallyrecords the making of such deemed loan and the application of the proceeds thereof to pay, but not jointly satisfy or jointly and severally, promises to pay discharge all obligations of AFT pursuant to the Lender the then unpaid principal amount of each AFT Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment Documents in full thereof at the rates per annum, and on the dates, set forth in Section 1.4full. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all Loans made to such Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loans.

The Loans. (a) Subject to the satisfaction of all terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Lender's receipt from Borrower of the Cost Certificate relating to each Development Loan disbursement, and provided no Unmatured Event of Default or Event of Default shall have occurred and be continuing, Borrower shall have the right to request and receive advances from Lender of the Loan(s) up to an aggregate of Forty-Five Million Seven Thousand Dollars ($45,700,000.00), to be used exclusively for refinancing certain indebtedness and for those certain development operations described in Schedule 2.1 attached hereto. At Closing, subject to satisfaction of all terms and conditions of this Agreement and the other Loan Documents, Lender shall advance to Borrower an initial Loan in the amount of Thirty Million, Two Hundred Fifty Thousand Dollars ($30,250,000.00) (the "Initial Loan") out of the aggregate Loans available hereunder, to be used by Borrower exclusively for the purposes set forth in Section 2.2(a) hereof. The Loan(s) shall be evidenced by the Advancing Note. The Interest Rate on such Advancing Note shall be as specified therein and the final maturity date of such Advancing Note shall be the Loan Termination Date. The Advancing Note shall be secured by the Mortgages and the other Security Documents. At least thirty (30) days prior to the commencement of any Development Operation, Borrower shall send to Lender a Development Notice listing all applicable expenditures that Borrower desires to make to conduct such Development Operations; provided, however, that with respect to all Development Operations that are shown on Schedule 2.1 as having an estimated commencement date within thirty (30) days from the date of Closing, Borrower is hereby deemed to have provided the requisite Development Notice to Lender. If Borrower desires to conduct any Substitute Development Operation, it must send a Request for Commitment to Lender at least thirty (30) days prior to the proposed commencement date of such Substitute Development Operation. The Request for Commitment shall be in substantially the same form as a Development Notice, except that the title thereof shall be revised to read "Request for Commitment," and such Request for Commitment shall not only include a detailed description of the Substitute Development Operations desired to be conducted, together with a detailed listing of all estimated expenditures relating thereto, but it shall also identify the Development Operations listed on Schedule 2.1 that Borrower proposes to delete from Schedule 2.1 and for which the estimated expenditures shown on Schedule 2.1 equal or exceed the estimated expenditures relating to the proposed Substitute Development Operations. Within fifteen (15) days after Lender has received from Borrower a Request for Commitment and any additional information relating to the proposed Substitute Development Operations as Lender may request, Lender shall notify Borrower whether Lender approves of the proposed Substitute Development Operations, and if so approved by Lender, Lender shall thereafter be committed to advance to Borrower, as part of the Development Loan, the Revolving Credit may be availed of by each estimated expenditures attributable to such Substitute Development Operations. After Borrower has incurred any of the Borrowers costs and expenses attributable to the Development Operation identified in any such Development Notice or to an approved Substitute Development Operation identified in any such Request for Commitment, Borrower may submit to Lender a Cost Certificate, duly executed by an officer of Borrower, certifying the amount of costs and expenses that have been incurred by Borrower and are payable in connection with such proposed Development Operations or Substitute Development Operations, together with the supporting documentation referred to in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan Cost Certificate attached hereto as Exhibit E. All Cost Certificates to be submitted to Lender during any Calendar month shall be submitted to Lender on or before the twentieth (20th) day of such calendar month along with the Property Operating Statement to be submitted to Lender during that month in accordance with Section 2.5 hereof. Within five (5) business days after receipt from Borrower of a minimum Cost Certificate and supporting documentation, in compliance with the requirements of this Section, Lender shall fund the advances so substantiated by such Cost Certificate. Any Development Notice shall relate solely to Development Operations that are described in Schedule 2.1 and any Request for Commitment shall relate solely to Substitute Development Operations, in each case subject, without limitation, to the following: (a) All statements of costs and estimates provided to Lender shall, subject to satisfaction of all terms and conditions hereof and of the other Loan Documents, and provided no Unmatured Event of Default or Event of Default shall have occurred and be continuing, be rendered in sufficient detail to give Lender complete and accurate information as to the purpose for and amount of $250,000 or all items included therein, and Lender shall be entitled to such additional information regarding such expenditures as Lender may reasonably request. All such data shall be subject to audit by Lender's representatives at any greater amount that is an integral multiple of $50,000. Each Loan shall mature on time mutually agreeable to the Termination Dateparties. (b) Each Borrower hereby severally The parties acknowledge that the amounts and unconditionally, but scope of the Development Loan(s) identified in this Section 2.1 are based upon estimated costs of the planned development activities described on Schedule 2.1 and may not jointly precisely reflect the ultimate cost of the contemplated activities. Notwithstanding the foregoing or jointly and severally, promises to pay anything herein to the contrary, in no event shall Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the make any Development Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than 2.1 in the case excess of manifest error, to the extent permitted by applicable law, be prima facie evidence $14,100,000.00 or aggregate Loans in excess of the existence and amounts of the obligations of each of the Borrowers therein recorded, $45,700,000.00; provided, however, that within thirty days after Lender's receipt of each Reserve Report that is due to be provided by Borrower on or before April 1 of each year prior to the failure Loan Termination Date, Lender shall redetermine the maximum, aggregate amount of outstanding Loans that it is willing to advance hereunder and shall notify Borrower thereof; and if Borrower and Lender and agree, the maximum amount of Loans available to be advanced pursuant to this Agreement may be increased. All advances of Loans made by Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans may be made to such the account of Parent Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender or to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any Note stated on its face, the actual principal amount at any time outstanding and owing other account designated by the Parent Borrower on account of a Note which Lender may agree, and each such Loan shall conclusively be the sum of all Loans made deemed to such have been advanced jointly to Parent Borrower hereunder less all payments of principal actually received by the Lender with respect to such Loansand Subsidiary Borrower.

The Loans. (a) Upon the terms and subject to the conditions of this Agreement, the Bank agrees to lend to the Borrower such sums (collectively, the "LOANS") that the Borrower may request, from the date hereof until but not including the Commitment Termination Date; provided that the principal amount of any Loan shall not exceed one hundred percent (100%) of the lower of the fair market value or cost of the machinery and equipment Collateral (including the cost of installation of such machinery and equipment Collateral) purchased with the proceeds of such Loan; and, provided, further, that the outstanding aggregate principal amount of the Loans shall not exceed $153,000 unless and until the Bank shall have received (i) evidence satisfactory to the Bank that the DED has made subordinated loans in an aggregate amount equal to $135,000 and grants in an aggregate amount equal to $135,000 to the Borrowers on terms and conditions satisfactory to the Bank, and (ii) a fully executed copy of the DED Subordination Agreement. Loans shall be in the minimum aggregate amount of $25,000 or an integral multiple thereof. The Borrower shall notify the Bank in writing or telephonically not later than 2:00 p.m. Waterbury time on the proposed Drawdown Date of the Loan being requested, of such Drawdown Date (which must be a Business Day) and the principal amount of such Loan. Subject to the terms foregoing, so long as the Commitment is then in effect and the conditions hereofset forth in Section 8 hereof have been met, the Revolving Credit may be availed Bank shall advance the amount requested to the Borrower's bank account at the Bank in immediately available funds not later than the close of by each business on such Drawdown Date. The obligation of the Borrowers Borrower to repay to the Bank the principal of the Loans and interest accrued thereon shall be evidenced by a promissory note in the form of loans (individually a “Loan” and collectively the “Loans”). Each Loan shall be in a minimum aggregate principal amount of $250,000 or any greater amount that is an integral multiple 500,000 executed and delivered by the Borrower and payable to the order of $50,000. Each Loan shall mature on the Termination DateBank, in form and substance satisfactory to the Bank (the "NOTE"). (b) Each The Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to shall pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid outstanding aggregate principal amount of the Loans made to in seventy-eight (78) consecutive equal monthly installments, with such Borrower from time to time outstanding from installments due and payable on the date hereof until payment first day of each calendar month commencing on December 1, 1993; provided, that the aggregate principal balance of all Loans, together with all interest accrued thereon and all fees and expenses incurred by the Bank in connection therewith, shall be due and payable in full thereof at the rates per annum, and in cash on the dates, set forth in Section 1.4Maturity Date. The amount of each monthly installment referred to above shall be equal to one and twenty-eight one hundredths percent (1.28%) of the aggregate principal amount of the Loans outstanding on the Commitment Termination Date. (c) The Lender Borrower shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by have the Lender from right at any time to timeprepay voluntarily the outstanding aggregate principal amount of the Loans, including (i) the amounts of principal and interest due and payable as a whole or to become due and payable from each Borrower in part, without premium or penalty upon written notice to the Lender hereunderBank, and (ii) given by 2:00 p.m. Waterbury time on the proposed date of such prepayment, of the amount to be prepaid and the date of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, such prepayment; provided, however, that the failure of the Lender to maintain any each such account, or any error therein, partial prepayment shall not be in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing the Loans of the Lender to such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of $25,000 or any Note stated on its face, integral multiple thereof. Any partial prepayment of the actual outstanding aggregate principal amount at any time outstanding and owing by of the Borrower on account of a Note Loans shall be applied, prior to the sum Commitment Termination Date, to the aggregate principal amount of the Loans outstanding on the date of such prepayment and, on and after the Commitment Termination Date, to the monthly installments (including the final installment due on the Maturity Date) of the aggregate outstanding principal amount of the Loans due hereunder in inverse order of maturity. No prepaid amounts may be reborrowed and any prepayment shall be accompanied by all Loans made interest accrued to such Borrower hereunder less all payments date of prepayment on the principal actually received by the Lender with respect to such Loansbeing repaid or prepaid.

The Loans. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties of the Borrower herein set forth, each Bank severally agrees to make Loans to the Borrower on any one or more Business Days prior to October 31, 2000, up to an aggregate principal amount of Loans not exceeding at any time outstanding the amount set opposite such Bank's name on the signature pages hereof (such Bank's "Commitment"); provided, however, that notwithstanding the foregoing or any other provision to the contrary contained herein, the Revolving Credit may Borrower shall only be availed entitled to request and receive up to four (4) separate, new Loans hereunder, and each Bank's unused Commitment shall automatically terminate without notice to the Borrower or any other Person on the earlier to occur of by each October 31, 2000 or immediately after the Agent has received and disbursed to the Borrower such Bank's Pro Rata Percentage of the Borrowers in fourth new Loan advance requested hereunder by the form of loans (individually a “Loan” Borrower. The Borrower may not borrow, repay and collectively reborrow any Loan advanced hereunder. However, prior to the “Loans”). Each Loan Maturity Date, the Borrower shall be entitled to request and receive "rollover" borrowings in a minimum amount accordance with the other provisions of $250,000 this Agreement for purposes of continuing or any greater amount that is an integral multiple converting the applicable rate of $50,000. Each Loan shall mature interest to accrue on the Termination Dateprincipal balance of any outstanding Loan hereunder for any subsequent Rate Period in accordance with the other terms of this Agreement, but such rollover borrowings alone shall not change the outstanding principal balance of the Loans or be construed to make this Agreement or the credit facility evidenced hereby a revolving credit facility. (b) Each Borrower hereby severally and unconditionally, but not jointly or jointly and severally, promises to pay to the Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 1.4. (c) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Loans made to each Borrower by the Lender from time to time, including (i) the amounts of principal and interest due and payable or to become due and payable from each Borrower to the Lender hereunder, and (ii) the amount of any sum received by the Lender from each Borrower. The entries made in the accounts of the Lender maintained pursuant to this Section 1.2(c) shall, other than in the case of manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver to the Lender a promissory note evidencing Agent for each Bank to evidence the Loans made by each Bank under such Bank's Commitment, a Note, which shall be: (i) dated the date of the Lender to such Borrower, substantially Closing Date; (ii) in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively the “Notes”). Without regard to the principal amount of any such Bank's maximum Commitment; (iii) in substantially the form attached hereto as Exhibit A, with blanks appropriately filled; (iv) payable to the order of such Bank on the Maturity Date; and (v) subject to acceleration upon the occurrence of an Event of Default. Each Note stated shall bear interest on its facethe unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Sections 2.2(a), 2.2(b), 2.3(b) and 2.3(c), payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of each Note. (c) Each Loan (or if applicable, the actual rollover of the principal balance of any outstanding Loan hereunder for any subsequent Rate Period) shall be: (i) in the case of any Eurodollar Rate Loan, in an amount of not less than $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; or (ii) in the case of any Alternate Base Rate Loan, in an amount of not less than $500,000.00 or an integral multiple of $100,000.00 in excess thereof and, at the option of the Borrower, any time outstanding and owing by borrowing under this Section 2.1(c) may be comprised of two or more such Loans bearing different rates of interest. Each such borrowing (including the rollover of the principal balance of any Loan hereunder for any subsequent Rate Period) shall be made upon prior notice from the Borrower to the Agent in the form attached hereto as Exhibit B (the "Notice of Borrowing") delivered to the Agent not later than 11:00 am (Houston time): (i) on account the third Business Day prior to the Borrowing Date, if such borrowing consists of a Note Eurodollar Rate Loans; and (ii) on the Borrowing Date, if such borrowing consists of Alternate Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify: (i) the sum amount of all Loans made to the proposed borrowing and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the rate of interest that each such Borrower hereunder less all payments of principal actually received by Loan shall bear; (iv) the Lender Rate Period with respect to each such Loan and the Expiration Date of each such Rate Period; and (v) with respect to each new Loan advance requested in accordance with the terms of Section 2.2(a), the demand deposit account of the Borrower at The Chase Manhattan Bank into which the proceeds of the borrowing are to be deposited by the Agent. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.1(c); provided that such telephonic notice shall be confirmed in writing by delivery to the Agent promptly (but in no event later than the Borrowing Date relating to any such borrowing) of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower, or for otherwise acting in good faith under this Section 2.1(c). (d) In the case of a proposed borrowing comprised of Eurodollar Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 2.

The Loans. (a) Subject to and upon the terms and conditions hereofset forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Credit may be availed of by each of the Borrowers in the form of loans (individually a “LoanLoans” and collectively together with the Swingline Loans, the “Loans”). Each Loan ) to the Borrower, which Revolving Loans (i) shall be denominated in a minimum Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.09(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of $250,000 or any greater all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount that is an integral multiple of $50,000. Each all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan shall mature on the Termination DateCommitment of such Lender at such time. (b) Each Borrower hereby severally Subject to and unconditionallyupon the terms and conditions set forth herein, but not jointly or jointly and severally, promises to pay to the Swingline Lender the then unpaid principal amount of each Loan made by the Lender to such Borrower on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to this Agreement). Each Borrower hereby further severally, but not jointly or jointly and severally, agrees to pay to the Lender interest on the unpaid principal amount of the Loans made to such Borrower make, at any time and from time to time outstanding from on or after the date hereof until payment Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in full thereof at the rates per annumDollars, (iii) may be repaid and on the dates, set forth in Section 1.4. (c) The Lender shall maintain reborrowed in accordance with its usual practice an account or accounts evidencing the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made to each Borrower by then outstanding and the Lender from time to aggregate amount of all Letter of Credit Outstandings at such time, including an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the amounts of principal Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and interest due and payable or to become due and payable from each the Borrower to eliminate the Lender hereunderSwingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by the Borrower cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the first paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any sum conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received by from the Borrower on or after such date and prior to such purchase) from the Swingline Lender from each Borrower. The entries made such participations in the accounts outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Lender maintained Revolving Loan Commitments pursuant to this the last paragraph of Section 1.2(c11), provided that (x) shall, other than in all interest payable on the case Swingline Loans shall be for the account of manifest errorthe Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent permitted by applicable law, be prima facie evidence of attributable to the existence and amounts of the obligations of each of the Borrowers therein recorded, provided, however, that the failure of the Lender to maintain any such account, or any error thereinpurchased participation, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by the Lender in accordance with the terms of this Agreement. (d) Each Borrower shall execute and deliver be payable to the Lender a promissory note evidencing the Loans of the Lender to participant from and after such Borrower, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (individually a “Note” and collectively y) at the “Notes”). Without regard time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of any Note stated on its faceparticipation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the actual principal amount overnight Federal Funds Rate for the first three days and at any time outstanding and owing by the Borrower on account of a Note shall be the sum of all interest rate otherwise applicable to Revolving Loans made to such Borrower maintained as Base Rate Loans hereunder less all payments of principal actually received by the Lender with respect to such Loansfor each day thereafter.