Common use of The Loans Clause in Contracts

The Loans. (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over the amount of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”.

The Loans. SECTION 2.01. Term Loan Commitments and Revolving Credit Commitments. (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions of this Agreement and relying upon the representations and warranties herein set forth, each Lender, severally and not jointly, agrees to (i) make term loans (the “February 2022 Delayed Draw a Term Loans”) Loan to the BorrowerBorrowers on the Closing Date, in a principal amount not to exceed the amount of such Lender's Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender, severally and not jointly, agrees to make Revolving Credit Loans to the Borrowers, at any time and from time to time from the date hereof to the Revolving Credit Termination Date, in an aggregate principal amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (outstanding not to exceed $10,000,000)the amount of such Lender's Revolving Credit Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (a) the Total Revolving Credit Commitment (as such amount may be reduced pursuant to this Agreement including, without limitation, Section 2.07 hereof) and the second (if requested by the Borrowerb) being in an amount equal to the excesssum of (i) eighty percent (80%) of the Net Amount of Eligible Receivables, plus (ii) the lesser of (A) $10,000,000 and (B) fifty percent (50%) of the Net Amount of Eligible Inventory plus (iii) 50% of the aggregate undrawn amount of all outstanding Domestic Letters of Credit for the purchase of inventory consigned to the Agent (such sum referred to herein as the "Borrowing Base") plus (iv) the Seasonal Amount, if any, minus (2) the Domestic Letter of $10,000,000 over Credit Usage at such time (not to exceed the amount limitations set forth in Section 2.17(a) hereof at any time). The Borrowing Base will be computed weekly (or more frequently if requested by the Agent) and a compliance certificate from a Responsible Officer of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect Borrowers presenting its computation will be delivered to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined Agent in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments accordance with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”.Section 6.05

The Loans. (a) (xw) On Subject to the Closing terms and conditions set forth herein, on the Effective Date, the Lenders made each Lender agreed to continue certain term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate principal amount of $10,000,000 not to exceed at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over outstanding the amount of the first drawing, and set forth opposite such Lender’s name in Schedule 2.01(a) (ii) make term loans (the such amount being referred to herein as such Lender’s “Uncommitted Delayed Draw Term LoansInitial Commitment”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, as of the Uncommitted Delayed Draw Fourteenth Amendment Effective Date, the Initial Commitment of each Lender shall be $0. (b) Subject to the terms and conditions set forth herein and in the Second Amendment, on the Second Amendment Effective Date, each Lender agrees to make 2021 Term Loans are notin an aggregate principal amount equal to its 2021 Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the 2021 Term Loan Commitment of each Lender shall be $0. (c) Subject to the terms and conditions set forth herein and in the Third Amendment, on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0. (d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the 2021 New Term Loan Commitment of each Lender shall be $0. (e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the 2021 October New Term Loan Commitment of each Lender shall be $0. (f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0. (g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0. (h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0. (i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0. (j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0. (k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0. (l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0. (m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Fourteenth Amendment Effective Date, the Thirteenth Amendment Term Loan Commitment of each Lender shall be $0. (n) Subject to the terms and conditions set forth herein and in the Fourteenth Amendment, on the Fourteenth Amendment Effective Date, each Lender agrees to make Fourteenth Amendment Term Loans in an aggregate principal amount equal to its Fourteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). (o) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re-borrowed. (p) All the outstanding principal amount of (i) the Last Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall not in be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02. (q) All the outstanding principal amount of the First Out Loans, together with all accrued and unpaid interest thereon, and any case fees and other amounts payable hereunder, shall be deemed due and payable on the earlier of (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to be, “Term Commitments”Section 8.02.

The Loans. (a) (xw) On Subject to the Closing terms and conditions set forth herein, on the Effective Date, the Lenders made each Lender agreed to continue certain term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate principal amount of $10,000,000 not to exceed at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over outstanding the amount of the first drawing, and set forth opposite such Lxxxxx’s name in Schedule 2.01(a) (ii) make term loans (the such amount being referred to herein as such Lender’s “Uncommitted Delayed Draw Term LoansInitial Commitment”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, as of the Uncommitted Delayed Draw Seventeenth Amendment Effective Date, the Initial Commitment of each Lender shall be $0. (b) Subject to the terms and conditions set forth herein and in the Second Amendment, on the Second Amendment Effective Date, each Lender agrees to make 2021 Term Loans are notin an aggregate principal amount equal to its 2021 Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the 2021 Term Loan Commitment of each Lender shall be $0. (c) Subject to the terms and conditions set forth herein and in the Third Amendment, on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0. (d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the 2021 New Term Loan Commitment of each Lender shall be $0. (e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the 2021 October New Term Loan Commitment of each Lender shall be $0. (f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0. (g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0. (h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0. (i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0. (j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0. (k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0. (l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0. (m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Thirteenth Amendment Term Loan Commitment of each Lender shall be $0. (n) Subject to the terms and conditions set forth herein and in the Fourteenth Amendment, on the Fourteenth Amendment Effective Date, each Lender agrees to make Fourteenth Amendment Term Loans in an aggregate principal amount equal to its Fourteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Fourteenth Amendment Term Loan Commitment of each Lender shall be $0. (o) Subject to the terms and conditions set forth herein and in the Fifteenth Amendment, on the Fifteenth Amendment Effective Date, each Lender agrees to make Fifteenth Amendment Term Loans in an aggregate principal amount equal to its Fifteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Fifteenth Amendment Term Loan Commitment of each Lender shall be $0. (p) Subject to the terms and conditions set forth herein and in the Sixteenth Amendment, on the Seventeenth Amendment Effective Date, each Lender agrees to make Sixteenth Amendment Term Loans in an aggregate principal amount equal to its Sixteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Seventeenth Amendment Effective Date, the Sixteenth Amendment Term Loan Commitment of each Lender shall be $0. (q) Subject to the terms and conditions set forth herein and in the Seventeenth Amendment, on the Seventeenth Amendment Effective Date, each Lender agrees to make Seventeenth Amendment Term Loans in an aggregate principal amount equal to its Seventeenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). (r) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re-borrowed. (s) All the outstanding principal amount of (i) the Last Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall not in be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02. (t) All the outstanding principal amount of the First Out Loans, together with all accrued and unpaid interest thereon, and any case fees and other amounts payable hereunder, shall be deemed due and payable on the earlier of (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to be, “Term Commitments”Section 8.02.

The Loans. (1) Term Borrowings. (a) (xw) On Subject to the terms and conditions set forth in Section 4.01 hereof, each Term B-1 Lender severally agrees to make to the Borrower on the Closing Date one or more Closing Date Term B-1 Loans denominated in Dollars in an aggregate principal amount equal to such Term B-1 Lender’s Closing Date Term B-1 Loan Commitment on the Closing Date, the Lenders made term loans (the “Initial Term Loans”b) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement set forth in Section 4.01 hereof, each Term B-2 Lender severally agrees to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over the amount of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all one or more Closing Date Term Commitments with respect B-2 Loans denominated in Dollars in an aggregate principal amount equal to such Term B-2 Lender’s Closing Date Term B-2 Loan Commitment on the Closing Date, (c) subject to the terms and conditions set forth in the First Delayed Draw Amendment, each First Amendment Term B-1 Lender severally agrees to make to the Borrower on the First Amendment Effective Date one or more First Amendment Term B-1 Loans denominated in Dollars in an aggregate principal amount equal to such First Amendment Term B-1 Lender’s First Amendment Term B-1 Loan Commitment on the First Amendment Effective Date and, (d) subject to the terms and conditions set forth in the First Amendment, each First Amendment Term B-2 Lender severally agrees to make to the Borrower on the First Amendment Effective Date one or more First Amendment Term B-2 Loans denominated in Dollars in an aggregate principal amount equal to such First Amendment Term B-2 Lender’s First Amendment Term B-2 Loan Commitment on the First Amendment Effective Date, (e) subject to the terms and conditions set forth in the Third Amendment, each Third Amendment Term B-1 Lender severally agrees to make to the Borrower on the Third Amendment Effective Date one or more Third Amendment Term B-1 Loans denominated in Dollars in an aggregate principal amount equal to such Third Amendment Term B-1 Lender’s Third Amendment Term B-1 Loan Commitment on the Third Amendment Effective Date and (f) subject to the terms and conditions set forth in the Third Amendment, each Third Amendment Term B-2 Lender severally agrees to make to the Borrower on the Third Amendment Effective Date one or more Third Amendment Term B-2 Loans denominated in Dollars in an aggregate principal amount equal to such Third Amendment Term B-2 Lender’s Third Amendment Term B-2 Loan Commitment on the Third Amendment Effective Date. Amounts borrowed under this Section 2.01(1) and repaid or prepaid may not be reborrowed. The Closing Date Term Loans terminated on December 8may be Base Rate Loans or Eurodollar Rate Loans, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”as further provided herein.

The Loans. (a) (xw) On Subject to the Closing terms and conditions set forth herein, on the Effective Date, the Lenders made each Lender agreed to continue certain term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate principal amount of $10,000,000 not to exceed at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over outstanding the amount of the first drawing, and set forth opposite such Xxxxxx’s name in Schedule 2.01(a) (ii) make term loans (the such amount being referred to herein as such Lender’s “Uncommitted Delayed Draw Term LoansInitial Commitment”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, as of the Uncommitted Delayed Draw Twentieth Amendment Effective Date, the Initial Commitment of each Lender shall be $0. (b) Subject to the terms and conditions set forth herein and in the Second Amendment, on the Second Amendment Effective Date, each Lender agrees to make 2021 Term Loans are notin an aggregate principal amount equal to its 2021 Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the 2021 Term Loan Commitment of each Lender shall be $0. (c) Subject to the terms and conditions set forth herein and in the Third Amendment, on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0. (d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the 2021 New Term Loan Commitment of each Lender shall be $0. (e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the 2021 October New Term Loan Commitment of each Lender shall be $0. (f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0. (g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0. (h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0. (i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0. (j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0. (k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0. (l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0. (m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Thirteenth Amendment Term Loan Commitment of each Lender shall be $0. (n) Subject to the terms and conditions set forth herein and in the Fourteenth Amendment, on the Fourteenth Amendment Effective Date, each Lender agrees to make Fourteenth Amendment Term Loans in an aggregate principal amount equal to its Fourteenth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Fourteenth Amendment Term Loan Commitment of each Lender shall be $0. (o) Subject to the terms and conditions set forth herein and in the Fifteenth Amendment, on the Fifteenth Amendment Effective Date, each Lender agrees to make Fifteenth Amendment Term Loans in an aggregate principal amount equal to its Fifteenth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Fifteenth Amendment Term Loan Commitment of each Lender shall be $0. (p) Subject to the terms and conditions set forth herein and in the Sixteenth Amendment, on the Sixteenth Amendment Effective Date, each Lender agrees to make Sixteenth Amendment Term Loans in an aggregate principal amount equal to its Sixteenth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Sixteenth Amendment Term Loan Commitment of each Lender shall be $0. (q) Subject to the terms and conditions set forth herein and in the Seventeenth Amendment, on the Seventeenth Amendment Effective Date, each Lender agrees to make Seventeenth Amendment Term Loans in an aggregate principal amount equal to its Seventeenth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Seventeenth Amendment Term Loan Commitment of each Lender shall be $0. (r) Subject to the terms and conditions set forth herein and in the Nineteenth Amendment, on the Nineteenth Amendment Effective Date, each Lender agrees to make Nineteenth Amendment Term Loans in an aggregate principal amount equal to its Nineteenth Amendment Term Loan Commitment as set forth opposite such Xxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twentieth Amendment Effective Date, the Nineteenth Amendment Term Loan Commitment of each Lender shall be $0. (s) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re-borrowed. (t) All the outstanding principal amount of (i) the Last Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall not in be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02. (u) All the outstanding principal amount of the First Out Loans (other than the Nineteenth Amendment Term Loans), together with all accrued and unpaid interest thereon, and any case fees and other amounts payable hereunder, shall be deemed due and payable on the earlier of (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to beSection 8.02. (v) All the outstanding principal amount of the Nineteenth Amendment Term Loans, “together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the Nineteenth Amendment Term Commitments”Loan Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

The Loans. (a) (xw) On Subject to the Closing terms and conditions set forth herein, on the Effective Date, the Lenders made each Lender agreed to continue certain term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate principal amount of $10,000,000 not to exceed at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over outstanding the amount of the first drawing, and set forth opposite such Lxxxxx’s name in Schedule 2.01(a) (ii) make term loans (the such amount being referred to herein as such Lender’s “Uncommitted Delayed Draw Term LoansInitial Commitment”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, as of the Uncommitted Delayed Draw Thirteenth Amendment Effective Date, the Initial Commitment of each Lender shall be $0. (b) Subject to the terms and conditions set forth herein and in the Second Amendment, on the Second Amendment Effective Date, each Lender agrees to make 2021 Term Loans are notin an aggregate principal amount equal to its 2021 Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the 2021 Term Loan Commitment of each Lender shall be $0. (c) Subject to the terms and conditions set forth herein and in the Third Amendment, on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0. (d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the 2021 New Term Loan Commitment of each Lender shall be $0. (e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the 2021 October New Term Loan Commitment of each Lender shall be $0. (f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0. (g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0. (h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0. (i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0. (j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0. (k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0. (l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Thirteenth Amendment Effective Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0. (m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). (n) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re-borrowed. (o) All the outstanding principal amount of (i) the Last Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall not in be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02. (p) All the outstanding principal amount of the First Out Loans, together with all accrued and unpaid interest thereon, and any case fees and other amounts payable hereunder, shall be deemed due and payable on the earlier of (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to be, “Term Commitments”Section 8.02.

The Loans. (a) (xw) On The Initial Loan. Borrower desires to borrow an initial Development Loan in connection with the Closing Date, the Lenders made term loans Initial Development Plan (the “Initial Term LoansDevelopment Loan”). Borrower also desires to borrow funds to be reimbursed for certain expenses incurred (including accounting, legal and other similar fees) or obtain advances to pay certain (i) expenses incurred by Borrower relating to land and title work, and environmental assessment and review in connection with the Properties, (ii) expenses incurred by Borrower and by Lender under Section 7.1(y) and (iii) relating to filing fees which may be required to properly file any and all Security Documents (collectively, the “Closing Costs”). In addition to the BorrowerClosing Costs, Borrower has agreed to pay Lender a Facility Fee pursuant to Section 7.1(aa). The aggregate amount of the advances under this Section 2.1(a) shall be equal to Two Million Five Hundred Thousand Dollars ($2,500,000) and shall consist of (1) the Initial Development Loan in an amount equal to of Two Million One Thousand One Hundred Seventy-Three Dollars ($22,500,0002,001,173), (yx2) on December 8the payment to Xxxxxxxxx Xxxxxxx, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, LLP for Closing Costs in an amount equal to of Forty Thousand Dollars $27,500,00040,000, (3) the payment of Xxx Del Presto for Closing Costs in the amount of Two Hundred Thousand Dollars ($200,000), (4) the payment of Gottbetter & Partners, LLP for Closing Costs in the amount of Fifty Thousand One Hundred and Twelve Dollars ($50,112), (5) the payment of 1st West Financial Corporation for Closing Costs in the amount of Eight Thousand Seven Hundred Fifteen Dollars ($8,715) and (zy6) each Lender agrees the payment for the Facility Fee in the aggregate amount of Two Hundred Thousand Dollars (severally$200,000) (collectively, not jointly or jointly and severallythe “Initial Loan”), subject . Subject to the terms and conditions of this Agreement hereunder, Lender agrees to (i) make term loans (advance the “February 2022 Delayed Draw Term Loans”) Initial Loan to the Borrower, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not Borrower and agrees to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over wire transfer the amount of the first drawingInitial Loan, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect Facility Fee, to the February 2022 Delayed Draw Term Loans). and (zdesignated payees noted in the Wire Transfer Instructions set forth on Schedule 2.1(a) on the Eighth Amendment Closing Date, pursuant . Borrower irrevocably authorizes Lender to transfer the Exchange Agreement, Facility Fee to Lender’s account and the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans Facility Fee shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed advanced by Lender to be, “Term Commitments”Borrower and paid by Borrower to Lender contemporaneously with Closing.

The Loans. 2.1 The Revolving Commitment and the Revolving Loans. (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions of this Agreement hereof, during the period from the Closing Date up to but not including the Termination Date, the Revolving Lenders severally, but not jointly, shall make loans to the Borrower in such amounts as the Borrower may from time to time request but not exceeding in aggregate principal amount at any one time outstanding $325,000,000 (as such amount may be (i) make term loans (the “February 2022 Delayed Draw Term Loans”) increased pursuant to the Borrower, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over the amount of the first drawing, and Section 2.16 or (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”reduced pursuant to Section 2.1(d), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) 2.7 or any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange other provision of this Agreement, from time to time, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined "Revolving Commitment"); provided, however, that in the Exchange Agreement) for an increased principal amount of Term Loans in no event shall the aggregate principal amount of $56,996,606.00 (such loans plus the “Note Exchange Term Loan”)aggregate stated amount of the Letters of Credit exceed the Revolving Commitment. All Term Commitments amounts borrowed by the Borrower pursuant to this Section 2.1(a) and all amounts drawn under any Letter of Credit and not repaid may be referred to hereinafter collectively as the "Revolving Loans." Each Revolving Loan requested by the Borrower shall be funded by the Revolving Lenders in accordance with respect their Ratable Shares of the requested Revolving Loan. A Revolving Lender shall not be obligated hereunder to make any additional Revolving Loan if immediately after making such Loan, the aggregate principal balance of all Revolving Loans made by such Lender plus such Lender's Ratable Share of any outstanding Letters of Credit would exceed such Lender's Ratable Share of the Revolving Commitment. The Revolving Loans may be comprised of Base Rate Loans or LIBOR Loans, as provided in Section 2.4. (b) On each date set forth in the table below, the Revolving Commitment shall automatically reduce by that percentage of the Revolving Commitment (as in effect on September 30, 2002, before giving effect to the Initial Term Loans terminated reduction required by this Section 2.1(b) on that date) set forth for such date in such table; Year March 31 June 30 September 30 December 31 ---------- ------------------ ----------------- ---------------------- --------------------- 2002 0% 0% 3.75% 3.75% 2003 4.375% 4.375% 4.375% 4.375% 2004 5% 5% 5% 5% 2005 5% 5% 5% 5% 2006 5% 5% 5% 5% 2007 5% 5% 5% N/A (c) Prior to the Termination Date, the Borrower may, at its option, from time to time prepay all or any portion of the Revolving Loans, subject to the provisions of Section 2.7, and the Borrower may reborrow from time to time hereunder amounts so paid up to the amount of the Revolving Commitment in effect at the time of reborrowing. (d) At any time prior to the Termination Date, by written notice to the Administrative Agent no later than 11:00 A.M. Cleveland, Ohio time five Banking Days prior to such termination or reduction, the Borrower may permanently terminate, or from time to time permanently reduce, the Revolving Commitment. Such notice shall be irrevocable and in writing or by telephonic communication confirmed by telecopy or other facsimile transmission on the Closing Date same day as such telephone notice. Any such partial reduction hereunder shall be in an amount which is not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The (e) All Revolving Loans, together with all interest accrued thereon, shall be paid in full no later than the Termination Date. (f) All reductions of the Revolving Commitment pursuant to Section 2.1(d), 2.7(c) or any other provision of this Agreement shall be permanent reductions and all Term Commitments with respect to shall be made ratably among the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are notLenders, and the Revolving Commitment shall not in any case be deemed increased (except pursuant to be, “Term Commitments”Section 2.16).

The Loans. (a) On the terms and subject to the conditions --------- contained in this Agreement, each Lender severally agrees to make loans (xweach a "Revolving Credit Loan") to the Borrower from time to time on any Business Day ----------------------- during the period from the Closing Date until the Termination Date in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender's name on Schedule I as its Revolving Credit Commitment (such Lender's "Revolving Credit Commitment"). Within the limits of each ----------------------------- Lender's Revolving Credit Commitment, amounts prepaid pursuant to Section 2.6(b) may be reborrowed under this Section 2.1 (a) The Revolving Credit Loans of each Lender shall be evidenced by a Revolving Credit Note. (b) On the Closing Dateterms and subject to the conditions contained in this Agreement, the Lenders made term each Lender severally agrees to make loans (the “Initial each a "Tranche A Term Loans”-------------- Loan") to the Borrower, Borrower on the Closing Date in an amount equal not to $22,500,000exceed the amount ---- set forth opposite such Lender's name on Schedule I as its Tranche A Term Loan ---------- Commitment (such Lender's "Tranche A Term Loan Commitment"). Each Lender's ------------------------------- Tranche A Term Loan Commitment shall expire immediately and without further action on the earlier of (i) the making of the Tranche A Term Loans on the Closing Date or (ii) January 31, 1997 if the initial Tranche A Term Loans are not made on or before that date. Amounts borrowed under this Section 2.1(b) and subsequently repaid or prepaid may not be reborrowed. The Tranche A Term Loans of each Lender shall be evidenced by a Tranche A Term Note. (yxc) on December 8On the terms and subject to the conditions contained in this Agreement, 2021 the Lenders made terms each Lender severally agrees to make loans (the “First Delayed Draw each a "Tranche B Term Loans”-------------- Loan") to the Borrower, Borrower on the Closing Date in an amount equal not to $27,500,000exceed the amount ---- set forth opposite such Lender's name on Schedule I as its Tranche B Term Loan ---------- Commitment (such Lender's "Tranche B Term Loan Commitment"). Each Lender's ------------------------------- Tranche B Term Loan Commitment shall expire immediately and without further action on the earlier of (i) the making of the Tranche B Term Loans on the Closing Date or (ii) January 31, 1997 if the initial Tranche B Term Loans are not made on or before that date. Amounts borrowed under this Section 2.1(c) and (zy) subsequently repaid or prepaid may not be reborrowed. The Tranche B Term Loans of each Lender agrees shall be evidenced by a Tranche B Term Note. (severallyd) At any time that no Default or Event of Default has occurred and is continuing the Borrower may notify the Agents that the Borrower is requesting that, not jointly or jointly on the terms and severally), subject to the terms and conditions of contained in this Agreement, Lenders and/or other lenders not then a party to this Agreement provide up to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate amount of $10,000,000 at any time during 75,000,000 in additional Revolving Credit Commitments, additional Tranche A Term Loan Commitments and/or additional Tranche B Term Loan Commitments. Any increase in the February 2022 Delayed Draw Availability PeriodRevolving Credit Commitments, provided such term loans may only Tranche A Term Loan Commitments and/or Tranche B Term Loan Commitments pursuant to this Section 2.1(d) shall constitute an amendment of this Agreement and be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal subject to the excess, if any, provisions of $10,000,000 over the amount of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”.Section 10.1

The Loans. (a) (xw) On Subject to the Closing terms and conditions set forth herein, on the Effective Date, the Lenders made each Lender agreed to continue certain term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate principal amount of $10,000,000 not to exceed at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over outstanding the amount of the first drawing, and set forth opposite such Lxxxxx’s name in Schedule 2.01(a) (ii) make term loans (the such amount being referred to herein as such Lender’s “Uncommitted Delayed Draw Term LoansInitial Commitment”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, as of the Uncommitted Delayed Draw Nineteenth Amendment Effective Date, the Initial Commitment of each Lender shall be $0. (b) Subject to the terms and conditions set forth herein and in the Second Amendment, on the Second Amendment Effective Date, each Lender agrees to make 2021 Term Loans are notin an aggregate principal amount equal to its 2021 Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the 2021 Term Loan Commitment of each Lender shall be $0. (c) Subject to the terms and conditions set forth herein and in the Third Amendment, on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0. (d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the 2021 New Term Loan Commitment of each Lender shall be $0. (e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the 2021 October New Term Loan Commitment of each Lender shall be $0. (f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0. (g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0. (h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0. (i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0. (j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0. (k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0. (l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0. (m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Thirteenth Amendment Term Loan Commitment of each Lender shall be $0. (n) Subject to the terms and conditions set forth herein and in the Fourteenth Amendment, on the Fourteenth Amendment Effective Date, each Lender agrees to make Fourteenth Amendment Term Loans in an aggregate principal amount equal to its Fourteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Fourteenth Amendment Term Loan Commitment of each Lender shall be $0. (o) Subject to the terms and conditions set forth herein and in the Fifteenth Amendment, on the Fifteenth Amendment Effective Date, each Lender agrees to make Fifteenth Amendment Term Loans in an aggregate principal amount equal to its Fifteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Fifteenth Amendment Term Loan Commitment of each Lender shall be $0. (p) Subject to the terms and conditions set forth herein and in the Sixteenth Amendment, on the Sixteenth Amendment Effective Date, each Lender agrees to make Sixteenth Amendment Term Loans in an aggregate principal amount equal to its Sixteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Sixteenth Amendment Term Loan Commitment of each Lender shall be $0. (q) Subject to the terms and conditions set forth herein and in the Seventeenth Amendment, on the Seventeenth Amendment Effective Date, each Lender agrees to make Seventeenth Amendment Term Loans in an aggregate principal amount equal to its Seventeenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Nineteenth Amendment Effective Date, the Seventeenth Amendment Term Loan Commitment of each Lender shall be $0. (r) Subject to the terms and conditions set forth herein and in the Nineteenth Amendment, on the Nineteenth Amendment Effective Date, each Lender agrees to make Nineteenth Amendment Term Loans in an aggregate principal amount equal to its Nineteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). (s) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re-borrowed. (t) All the outstanding principal amount of (i) the Last Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall not in be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02. (u) All the outstanding principal amount of the First Out Loans (other than the Nineteenth Amendment Term Loans), together with all accrued and unpaid interest thereon, and any case fees and other amounts payable hereunder, shall be deemed due and payable on the earlier of (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to beSection 8.02. (v) All the outstanding principal amount of the Nineteenth Amendment Term Loans, “together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the Nineteenth Amendment Term Commitments”Loan Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

The Loans. (a) (xw) On the Closing DateThe Loans. Each Bank severally agrees, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement hereinafter ---------- set forth, to (i) make term revolving loans (each a "Loan" and, collectively, the “February 2022 Delayed Draw Term "Loans”") to the BorrowerBorrower from time to time on any Business Day during the period from the date hereof until the Termination Date, in an aggregate principal amount up to but not exceeding at any time outstanding such Bank's Commitment. Within the limits of each Bank's Commitment, during such period the Borrower may borrow, repay the Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. Loans may consist of Base Rate Portions or Eurodollar Rate Portions, as elected by the Borrower pursuant to Section 2.2 or ----------- Section 3.5. ----------- Borrowing Procedure. -------------------- Notice to the Agent. Each Borrowing shall be made upon written or telephonic ------------------- notice (in the latter case to be confirmed promptly in writing) from the Borrower to the Agent, which notice shall be received by the Agent not later than 9:00 A.M. (California time) (i) at least one Business Day prior to the date of a Borrowing consisting of any Base Rate Portions or (ii) at least three Eurodollar Business Days prior to the date of a Borrowing consisting of any Eurodollar Rate Portions. Each such notice (a "Notice of Borrowing") shall, except as provided in Section 5.1, be irrevocable ----------- and binding on the Borrower and shall specify: the proposed date of the Borrowing, which shall be a Business Day; for each Borrowing of Loans, whether the Borrowing consists of Base Rate Portions or Eurodollar Rate Portions; the aggregate amount of the Borrowing, which (1) in the case of the Base Rate Portions thereof shall be in the amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in 500,000 or a greater amount which is an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000)100,000, and (2) in the second (if requested by case of the Borrower) being Eurodollar Rate Portions thereof shall be in an amount equal to the excess, if any, of $10,000,000 over the amount of $2,000,000 or a greater amount which is an integral multiple of $100,000; if the first drawingBorrowing consists of any Eurodollar Rate Portions, the duration of the initial Interest Period with respect thereto; and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”in accordance with Section 9.3(j), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during purpose for which the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders proceeds of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount each -------------- Borrowing of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”used.

The Loans. (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make to the Borrowers one or more Term B Loans denominated in Dollars in a principal amount equal to such Lender’s Term B Commitment on the Closing Date. Term B Loans may be Base Rate Loans or Term SOFR Loans as further provided herein. (b) The Loans funded on the Closing Date will be funded with an original issue discount of 0.75% (it being agreed that the Borrowers shall be obligated to repay 100% of the principal amount of all such Loans and interest shall accrue on 100% of the principal amount of such Loans, in each case as provided herein). Amounts borrowed under this Agreement Section 2.01 and repaid or prepaid may not be reborrowed. (c) Each 2023 Term Lender with a 2023 Term Commitment severally agrees to make (ior in the case of any Continuing Term Lender, be deemed to make) make term loans the 2023 Term Loans to the Borrowers denominated in Dollars (the “February 2022 Delayed Draw 2023 Term Loans”) to the Borrower, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans (which 2023 Term Loan may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over the amount of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes a Continued Loan (as defined in the Exchange First Refinancing Amendment)) on the First Refinancing Amendment Effective Date in an aggregate amount equal to such Xxxxxx’s 2023 Term Commitment in accordance with the terms of the First Refinancing Amendment and this Agreement. (d) for an increased principal amount Each 2024 Term Lender with a 2024 Term Commitment severally agrees to make (or in the case of any Continuing Term Lender, be deemed to make) the 2024 Term Loans to the Borrowers denominated in the aggregate principal amount of $56,996,606.00 Dollars (the “Note Exchange 2024 Term LoanLoans”) (which 2024 Term Loan may be a Continued Loan (as defined in the Second Refinancing Amendment). All Term Commitments with respect to the Initial Term Loans terminated ) on the Closing Second Refinancing Amendment Effective Date in an aggregate amount equal to such Xxxxxx’s 2024 Term Commitment in accordance with the terms of the Second Refinancing Amendment and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”this Agreement.

The Loans. Commitments (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions of this Agreement to and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make term loans (the “February 2022 Delayed Draw Term Loans”) Revolving Loans to the BorrowerBorrowers at any time and from time to time during the term of this Agreement, in an aggregate principal amount of $10,000,000 Revolving Loans at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (outstanding not to exceed the amount of such Lender's Revolving Credit Commitment;' (ii) each Term Loan Lender severally agrees to make the Original Term Loan to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Original Term Loan Commitment; (iii) each Term A Lender severally agrees to make the Term A Loan to the Borrowers on the First Amendment Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term A Loan Commitment; (iv) each Term A-1 Lender severally agrees to make the Term A-1 Loan to the Borrowers on the Third Amendment Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term A-1 Loan Commitment; (v) each Term A-2 Lender severally agrees to make the Term A-2 Loan to the Borrowers on the Fourth Amendment Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term A-2 Loan Commitment; and (vi) (A) immediately prior to the Sixth Amendment Effective Date, each Lender's Pro Rata Share of $10,000,0004,100,000 in aggregate principal amount of the Original Term Loan, the Term A Loan, the Term A-1 Loan and the Term A-2 Loan shall be assigned by such Lender to the Term B Lender, and (B) upon the Sixth Amendment Effective Date, each Loan assigned to the Term B Lender pursuant to preceding clause (A) shall be converted to a Term B Loan; and (vii) (vi) notwithstanding anything to the contrary contained in this Section 2.01(a), the Loan Parties hereby acknowledge, confirm and agree that (1) immediately prior to the second FourthSixth Amendment Effective Date, the outstanding principal amount of the Term Loan is equal to $84,640,681.0080,184,592.11 (if requested such Indebtedness being hereinafter referred to as the "Existing Term Loan Indebtedness"), (2) such Existing Term Loan Indebtedness shall not be repaid on the FourthSixth Amendment Effective Date, but rather shall be continued and re-evidenced by this Agreement as a portion of the BorrowerTerm Loans outstanding hereunder, (3) being in the Term A-2B Loan made on the Fourtheffective as of the Sixth Amendment Effective Date shall be an amount equal to the excessTotal Term A-2 Loan Commitment$4,100,000 and (4) for all purposes of this Agreement and the other Loan Documents, if any, the sum of the Existing Term Loan Indebtedness immediately prior to the FourthSixth Amendment Effective Date ($84,640,681.00) and the Term A-2 Loan made on the Fourth Amendment Effective Date ($5,000,00080,184,592.11) shall constitute the Term Loan outstanding on the FourthSixth Amendment Effective Date in the principal amount of $10,000,000 over 89,640,681.0080,184,592.11. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to each Borrower shall not exceed the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount lower of (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period difference between (x) the Individual Advance Amount of such Borrower and (y) the aggregate Letter of Credit Obligations of such Borrower and (B) any time thereafter, up to $25,000,000 the difference between (less x) the then current Borrowing Base of such Borrower and (y) the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans)Letter of Credit Obligations of such Borrower. and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders Notwithstanding any of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in foregoing, the aggregate principal amount of $56,996,606.00 (all Revolving Loans outstanding at any time to all Borrowers shall not exceed the “Note Exchange Term Loan”)Total Revolving Credit Commitment. All Term Commitments with respect The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrowers may borrow, repay and reborrow, the Revolving Loans on or after the Effective Date and prior to the Initial Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Original Term Loans terminated Loan made on the Closing Effective Date and all shall not exceed the Total Original Term Commitments with respect to Loan Commitment. The aggregate principal amount of the Term A Loan made on the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and Amendment Effective Date shall not in any case exceed the Total Term A Loan Commitment. The aggregate principal amount of the Term A-1 Loan made on the Third Amendment Effective Date shall not exceed the Total Term A-1 Loan Commitment. The aggregate principal amount of the Term A-2 Loan made on the Fourth Amendment Effective Date shall not exceed the Total Term A-2 Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be deemed to be, “Term Commitments”reborrowed.

The Loans. (aA) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions of this Agreement Agreement, the Banks will make available to Borrower a revolving credit facility in an aggregate amount not to exceed the lesser of (x) $55,000,000 or (y) the Borrowing Base (the "Revolving Credit Loan Commitment"), pursuant to which each Bank may from time to time: (i) make term loans revolving credit advances to Borrower or (ii) make revolving credit advances to the Subsidiary Borrowers (a "Subsidiary Borrower Revolving Credit Loan"), but in the aggregate, not to exceed the amount set forth on Schedule 6 (together with the Term Loan Commitment shown on Schedule 6, ---------- ---------- and as the same may be reduced by one or more assignments under Section 11.18, such Bank's "Commitment"). Any revolving credit advance made pursuant to the Revolving Credit Loan Commitment as described in clauses (i) or (ii) of the immediately preceding sentence is referred to herein as a "Revolving Credit Loan." The amount otherwise available for borrowing under the Revolving Credit Loan Commitment shall be reduced by: (i) the aggregate face amounts of all Letters of Credit issued by the Issuing Bank for the account of Borrower and outstanding or drawn but unreimbursed from time to time, which shall in no event exceed $20,000,000 at any time, (ii) the amount of Subsidiary Borrower Revolving Credit Loans outstanding, which in no event shall exceed (x) $10,000,000 in the case of DMC and $3,000,000 in the case of Grain King or (y) $13,000,000 in the aggregate at any time, (iii) the amount of Debt of FarmPro, Inc. guaranteed by Borrower, if any, and (iv) the amount of Revolving Credit Loans outstanding. Notwithstanding anything contained herein to the contrary, for at least 30 consecutive days during each calendar year commencing with the calendar year 1998, the aggregate amount of cash advances outstanding under the Revolving Credit Loan Commitment shall be repaid in full and no amounts shall be advanced and outstanding thereunder. The face amount of all Letters of Credit issued by the Issuing Bank for the account of Borrower under the Original Loan Agreement that are outstanding or drawn but unreimbursed as of the date hereof shall be deemed Letters of Credit issued pursuant to, and subject to the terms, conditions and limitations of, this Agreement. The Revolving Credit Loan Commitment shall terminate on August 1, 2003 (the “February 2022 Delayed Draw Term Loans”"Revolving Credit Loan Termination Date"). The Revolving Credit Loans made by each Bank shall be evidenced by one or more loan accounts or records maintained by such Bank in the ordinary course of business. The loan accounts or records maintained by Agent and each Bank shall be conclusive and binding evidence of the amount of the Revolving Credit Loans made by the Banks to Borrower and the interest and payments thereon, absent manifest error. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the Obligations of Borrower hereunder to pay any amount owing with respect to the Loans or Letter of Credit Obligations. (B) Borrower may, from time to time, request whether for its own account or for the Subsidiary Borrowers, by giving notice ("Notice of Revolving Credit Borrowing") to the BorrowerAgent prior to 11:00 a.m., that Revolving Credit Loans be made in an aggregate amount specified, in a form specified (cash disbursement or continuation of $10,000,000 outstanding Loan) and on the Business Day specified in such request (which as to Euro-Dollar Loans must also be a Euro-Dollar Business Day). Floating Rate Loans may be disbursed on the date requested. If Borrower elects whether for its own account or for the Subsidiary Borrowers to pay interest on any Revolving Credit Loan based on a Euro-Dollar Rate, notice must be given to Agent at any time during least three Euro-Dollar Business days prior to the February 2022 Delayed Draw Availability Periodrequested disbursement date. Any such notice must also specify the Interest Period selected by Borrower for each Loan based on a Euro-Dollar Rate and each request for a Euro-Dollar Loan and Interest Period with respect thereto shall be irrevocable once given. Not later than 1:00 p.m., provided Chicago time, on the date specified in such term loans may only be drawn on not more than two occasionsrequest, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not Bank shall make the Revolving Credit Loan(s) to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal Borrower or to the excessSubsidiary Borrowers in the aggregate amount specified in such request, if anyor convert or continue the outstanding Loan, as the case may be. Agent will promptly notify each Bank of its receipt of any Notice of Revolving Credit Borrowing, conversion or continuation of an outstanding Loan, of $10,000,000 over the name of the applicable Borrower and of the amount of such Bank's Pro Rata Share of that borrowing. Each Bank will make the first drawing, and amount of its Pro Rata Share of each borrowing available to Agent for the account of the applicable Borrower at Agent's Payment Office by 11:00 a.m. (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (zChicago time) on the Eighth Amendment Dateborrowing date requested by Borrower in funds immediately available to Agent. The proceeds of all Revolving Credit Loans will then be made available to Borrower by Agent by wire transfer in accordance with written instructions provided to Agent by such Borrower. After giving effect to any Revolving Credit Loan borrowings, pursuant to the Exchange Agreementunless Agent shall otherwise consent, the Borrower accepted the exchange from the Lenders there may not be more than ten different Interest Periods in effect in respect of the Exchanging Notes all Loans together then outstanding. (as defined in the Exchange AgreementC) for an increased principal amount The proceeds of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Revolving Credit Loans shall automatically terminate on July 1be disbursed by deposit to Borrower's account maintained at LNB or otherwise in accordance with the written instructions of Borrower or the other provisions of this Agreement. Revolving Credit Loans shall be used by Borrower solely for its working capital and general corporate purposes, 2022 (whether Letters of Credit for Borrower or not drawn)for the Subsidiary Borrowers' working capital and general corporate purposes. For The Issuing Bank may from time to time issue one or more Letters of Credit at the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, request and shall not in any case be deemed to be, “Term Commitments”.for the

The Loans. (a) (xw) On Subject to the Closing terms and conditions and relying upon the representations and warranties of the Borrower herein set forth, each Bank severally agrees to make Loans to the Bor- rower 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: (i) the Lenders made term loans lesser of (A) the “Initial Term Loans”) to amount set opposite such Banks name on the Borrower, in an amount equal to $22,500,000, signature pages hereof (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000such Bank's "Commitment"), and (zyB) each Lender agrees such Bank's Pro Rata Percentage of the Borrowing Base; minus (severally, not jointly or jointly ii) such Bank's Pro Rata Percentage of ----- the Facility Letter of Credit Obligations. Within such limits and severally), during such period and subject to the terms and conditions of this Agreement Agreement, the Borrower may borrow, repay and reborrow here- under. (b) The Borrower shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank under such Bank's Commitment, a Note, which shall be: (i) make term loans dated the date of the initial Loan; (ii) in the “February 2022 Delayed Draw Term Loans”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 Borrowerorder 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 fol- lowing the date of each Note. (c) Each Loan shall be: (i) in the case of any Euro- dollar Rate Loan, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof; (not to exceed $10,000,000)ii) in the case of any CD Rate Loan, and the second (if requested by the Borrower) being in an amount equal of not less than $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; or (iii) 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 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 excessAgent 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 the third Business Day prior to the Borrowing Date, if anysuch borrowing consists of Eurodollar Rate Loans; (ii) on the Business Day prior to the Borrowing Date, if such borrowing consists of $10,000,000 over CD Rate Loans; and (iii) 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 first drawingproposed 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 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 CD Rate Loans or 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 13.4, in same day funds, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon ful- fillment of the applicable conditions set forth in Section 8, 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; (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. Any deposit to the Borrower's demand deposit account by the Agent or by Chase Bank of Texas, National Association (of funds received from the 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 for a Loan hereunder shall be deemed to be a Loan hereunder for all purposes with the 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 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) make term loans (in the “Uncommitted Delayed Draw Term Loans”)case of such Bank, at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect Federal Funds Rate. If such Bank shall repay to the February 2022 Delayed Draw Term Loans). and Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such borrowing for purposes of this Agreement. (zf) 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 Eighth Amendment Datedate of such borrowing, pursuant but no Bank shall be responsible for the failure of any other Bank to make the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect Loan to the Initial Term Loans terminated be made by such other Bank on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance date of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”borrowing.

The Loans. Subject to the terms and conditions set forth herein, (a) on and as of the Closing Date and subject to the conditions set forth in Section 4.01, each Lender agrees to make Loans to the Borrower denominated in dollars in a principal amount not exceeding the portion of its Commitment set forth on Schedule 2.01 to be available as of the Closing Date, up to an aggregate principal amount for all Lenders of $10,000,000 on such date; (xwb) On on and as of the Final Order Entry Date (and on any such later Funding Date as may be designated by the Borrower in accordance with the procedures in Section 2.02(a) on no less than five (5) Business Days’ prior written notice to the Administrative Agent, subject to a cumulative maximum of six (6) total extensions of Loans (including, for the avoidance of doubt, any extension of Loans on the Closing Date and Final Order Entry Date) and provided that no Funding Date may occur less than thirty (30) days after any preceding Funding Date) and subject, in each case, to the conditions set forth in Section 4.02, each Lender agrees to make Loans to the Borrower denominated in dollars in a principal amount not exceeding the portion of its Commitment set forth on Schedule 2.01 to be available as of the Final Order Entry Date, up to a cumulative aggregate principal amount for all Lenders of $25,000,000, inclusive of any amounts disbursed under clause (a), on such date; and (c) on and as of the Plan Effective Date, unless a Default or Event of Default has occurred and is continuing and subject in each case to the satisfaction of the conditions precedent set forth in the Exit Facility Credit Agreement and in accordance with and subject to the Chapter 11 Plan, the aggregate principal amount of Loans outstanding hereunder shall, subject to Sections 2.07(a) and 7.16, automatically be converted into an equal amount of first lien loans under the Exit Facilities. Notwithstanding anything to the contrary in this Section 2.01, each Lender’s Commitment shall be permanently reduced and terminated (a) to the extent of the amount funded, immediately and without further action, on the Closing Date, the Lenders made term loans (the “Initial Term Loans”) Final Order Entry Date, or any subsequent Funding Date, as applicable, after giving effect to the Borrower, in an amount equal to $22,500,000, (yx) funding of such Xxxxxx’s Commitment on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000such date, and (zyb) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over the amount of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) full on the Eighth Amendment Maturity Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”.

The Loans. Commitments (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions of this Agreement to and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make term loans (the “February 2022 Delayed Draw Term Loans”) Revolving Loans to the BorrowerBorrowers at any time and from time to time during the term of this Agreement, in an aggregate principal amount of $10,000,000 Revolving Loans at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (outstanding not to exceed $10,000,000the amount of such Lender's Revolving Credit Commitment;' (ii) each Term Loan Lender severally agrees to make the Original Term Loan to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Original Term Loan Commitment; (iii) each Term A Lender severally agrees to make the Term A Loan to the Borrowers on the First Amendment Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term A Loan Commitment; (iv) each Term A-1 Lender severally agrees to make the Term A-1 Loan to the Borrowers on the Third Amendment Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term A-1 Loan Commitment; and (v) each Term A-2 Lender severally agrees to make the Term A-2 Loan to the Borrowers on the Fourth Amendment Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term A-2 Loan Commitment; and (vi) (v) notwithstanding anything to the contrary contained in this Section 2.01(a), the Loan Parties hereby acknowledge, confirm and agree that (1) immediately prior to the second ThirdFourth Amendment Effective Date, the outstanding principal amount of the Original Term Loan is equal to $82,179,218.5384,640,681.00 (if requested such Indebtedness being hereinafter referred to as the "OriginalExisting Term Loan Indebtedness"), (2) such OriginalExisting Term Loan Indebtedness shall not be repaid on the ThirdFourth Amendment Effective Date, but rather shall be continued and re-evidenced by this Agreement as a portion of the BorrowerTerm Loans outstanding hereunder, (3) immediately prior to the Third Amendment Effective Date, the outstanding principal amount of the Term A Loan is equal to $8,838,682.47 (such Indebtedness being in hereinafter referred to as the "Term A Loan Indebtedness"), (4) such Term A Loan Indebtedness shall not be repaid on the Third Amendment Effective Date, but rather shall be continued and re-evidenced by this Agreement as a portion of the Term Loans outstanding hereunder, (5) the Term A-12 Loan made on the ThirdFourth Amendment Effective Date shall be an amount equal to the excess, if any, of $10,000,000 over the amount of the first drawingTotal Term A-12 Loan Commitment, and (ii64) make term loans for all purposes of this Agreement and the other Loan Documents, the sum of the OriginalExisting Term Loan Indebtedness immediately prior to the ThirdFourth Amendment Effective Date ($82,179,218.53),84,640,681.00) and the “Uncommitted Delayed Draw Term Loans”), AA-2 Loan Indebtedness immediately prior to the Thirdmade on the Fourth Amendment Effective Date ($8,838,682.47) and the Term A-1 Loan made on the Third Amendment Effective Date ($7,500,0005,000,000) shall constitute the Term Loan outstanding on the ThirdFourth Amendment Effective Date in the principal amount of $98,517,901.0089,640,681.00. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to each Borrower shall not exceed the Lenders’ sole and absolute discretion, in an amount lower of (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period difference between (x) the Individual Advance Amount of such Borrower and (y) the aggregate Letter of Credit Obligations of such Borrower and (B) any time thereafter, up to $25,000,000 the difference between (less x) the then current Borrowing Base of such Borrower and (y) the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans)Letter of Credit Obligations of such Borrower. and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders Notwithstanding any of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in foregoing, the aggregate principal amount of $56,996,606.00 (all Revolving Loans outstanding at any time to all Borrowers shall not exceed the “Note Exchange Term Loan”)Total Revolving Credit Commitment. All Term Commitments with respect The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrowers may borrow, repay and reborrow, the Revolving Loans on or after the Effective Date and prior to the Initial Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Original Term Loans terminated Loan made on the Closing Effective Date and all shall not exceed the Total Original Term Commitments with respect to Loan Commitment. The aggregate principal amount of the Term A Loan made on the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, the Uncommitted Delayed Draw Term Loans are not, and Amendment Effective Date shall not in any case exceed the Total Term A Loan Commitment. The aggregate principal amount of the Term A-1 Loan made on the Third Amendment Effective Date shall not exceed the Total Term A-1 Loan Commitment. The aggregate principal amount of the Term A-2 Loan made on the Fourth Amendment Effective Date shall not exceed the Total Term A-2 Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be deemed to be, “Term Commitments”reborrowed.

The Loans. (a) (xw) On Subject to the Closing terms and conditions and relying upon the representations and warranties of the Borrower herein set forth, each Bank severally agrees to make Loans to the Bor- rower 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 Lenders made term loans lesser of (A) the “Initial Term Loans”) to amount set opposite such Banks name on the Borrower, in an amount equal to $22,500,000, signature pages hereof (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000such Bank's "Com- mitment"), and (zyB) each Lender agrees (severally, not jointly or jointly such Bank's Pro Rata Percentage of the Bor- rowing Base. Within such limits and severally), during such period and subject to the terms and conditions of this Agreement Agreement, the Bor- rower may borrow, repay and reborrow hereunder. (b) The Borrower shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank under such Bank's Commitment, a Note, which shall be: (i) make term loans dated the date of the initial Loan; (ii) in the “February 2022 Delayed Draw Term Loans”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 Borrowerorder 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 fol- lowing the date of each Note. (c) Each Loan shall be: (i) in the case of any Eurodollar Rate Loan, in an aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof; (not to exceed $10,000,000)ii) in the case of any CD Rate Loan, and the second (if requested by the Borrower) being in an amount equal of not less than $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; or (iii) 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 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 excessAgent 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 the third Business Day prior to the Borrowing Date, if anysuch borrowing consists of Eurodollar Rate Loans; (ii) on the Business Day prior to the Borrowing Date, if such borrowing consists of $10,000,000 over CD Rate Loans; and (iii) on the Bor- rowing 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 first drawingproposed 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 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 CD Rate Loans or 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 8, on the Borrowing Date, the Agent shall make the borrowing avail- able to the Borrower at its Applicable Lending Office in immedi- ately 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; (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. Any deposit to the Borrower's demand deposit account by the Agent or by Chase Bank of Texas, National Association (of funds received from the 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 for a Loan hereunder shall be deemed to be a Loan hereunder for all purposes with the 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 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) make term loans (in the “Uncommitted Delayed Draw Term Loans”)case of such Bank, at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect Federal Funds Rate. If such Bank shall repay to the February 2022 Delayed Draw Term Loans). and Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such borrowing for purposes of this Agreement. (zf) 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 Eighth Amendment Datedate of such borrowing, pursuant but no Bank shall be responsible for the failure of any other Bank to make the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect Loan to the Initial Term Loans terminated be made by such other Bank on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance date of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”borrowing.

The Loans. (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement Agreement, to (ix) make term loans (the “February 2022 Delayed Draw Initial Term Loans”) to the Borrower, in an aggregate amount of $10,000,000 on the Closing Date, at any time during the February 2022 Delayed Draw Availability PeriodBorrower’s request to Agent, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess$22,500,000.00, if any, of $10,000,000 over the amount of the first drawing, and (iiy) make term loans (the “Uncommitted First Delayed Draw Term Loans”) on December 8, 2021, at (i) Borrower’s request to Agent or (ii) if each Lender agrees absent a request from Borrower, in an amount equal to $27,500,000.00 and (z) make term loans (the “Second Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”)25,000,000.00. All Term Commitments with respect to the Initial Term Loans terminated shall automatically terminate on the Closing Date (whether or not drawn) and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1December 8, 2022 2021 (whether or not drawn). For the avoidance of doubt, the Uncommitted Second Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”. (b) (Reserved). (c) The Loans made by each Lender may, at the request of such Lender, be evidenced by a single promissory note payable to such Lender, substantially in the form of Exhibit A (as amended, restated, supplemented or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), executed by Borrower and delivered to such Lender in a stated maximum principal amount equal to such Lender’s Loan. (d) Borrower hereby promises to pay all of the Loans and all other Obligations in respect thereof (including principal, interest, fees, costs, and expenses payable under this Agreement and the other Loan Documents) in full on the Termination Date or, if earlier, on the date on which the Loans and the Obligations become due and payable pursuant to the terms of this Agreement. Once prepaid or repaid, Loans may not be reborrowed.

The Loans. 2.1 The Reducing Commitment and the Reducing Loans. ---------------------------------------------- (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions of this Agreement hereof, during the period from the Closing Date up to (i) but not including the Termination Date, the Banks severally, but not jointly, shall make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, Borrowers in an such amounts as the Borrowers may from time to time request but not exceeding in aggregate principal amount of $10,000,000 at any one time during the February 2022 Delayed Draw Availability Period, provided outstanding $100,000,000 (as such term loans amount may only be drawn on not more than two occasionsreduced from time to time, the first being "Reducing Commitment"); provided, -------- however, that in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over the amount of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in no event shall the aggregate principal amount of $56,996,606.00 (such loans ------- plus the “Note Exchange Term Loan”)aggregate stated amount of the Letters of Credit exceed the Reducing Commitment. All Term Commitments amounts borrowed by the Borrowers pursuant to this Section 2.1(a) and all amounts drawn under any Letter of Credit and not repaid may be referred to hereinafter collectively as the "Reducing Loans." Each Reducing Loan requested by the Borrowers shall be funded by the Banks in accordance with respect their Ratable Shares of the requested Reducing Loan. A Bank shall not be obligated hereunder to make any additional Reducing Loan if immediately after making such Reducing Loan, the aggregate principal balance of all Reducing Loans made by such Bank plus such Bank's Ratable Share of any outstanding Letters of Credit would exceed such Bank's Ratable Share of the Reducing Commitment. The Reducing Loans may be comprised of Base Rate Loans or LIBOR Loans, as provided in Section 2.2. (b) On each date set forth in the table below, the Reducing Commitment shall automatically reduce by the amount set forth for such date in such table: ===================================================================== Calendar March 31 June 30 September 30 December 31 Year ===================================================================== 2001 $5,000,000 $5,000,000 $5,000,000 $5,000,000 ===================================================================== 2002 $5,000,000 $5,000,000 $5,000,000 $5,000,000 ===================================================================== 2003 $5,000,000 $5,000,000 $5,000,000 $5,000,000 ===================================================================== 2004 $5,000,000 $5,000,000 $5,000,000 all remaining principal ===================================================================== (c) Prior to the Initial Term Loans terminated on Termination Date, the Closing Date and Borrowers may, at their option, from time to time prepay all Term Commitments with respect or any portion of the Reducing Loans, subject to the First Delayed Draw Term Loans terminated on December 8provisions of Section 2.5, 2021. All Term Commitments with respect and the Borrowers may reborrow from time to time hereunder amounts so paid up to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For amount of the avoidance Reducing Commitment in effect at the time of doubt, the Uncommitted Delayed Draw Term Loans are not, and shall not in any case be deemed to be, “Term Commitments”reborrowing.

The Loans. (a) (xw) On Subject to the Closing terms and conditions set forth herein, on the Effective Date, the Lenders made each Lender agreed to continue certain term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject to the terms and conditions of this Agreement to (i) make term loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an aggregate principal amount of $10,000,000 not to exceed at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over outstanding the amount of the first drawing, and set forth opposite such Lxxxxx’s name in Schedule 2.01(a) (ii) make term loans (the such amount being referred to herein as such Lender’s “Uncommitted Delayed Draw Term LoansInitial Commitment”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders of the Exchanging Notes (as defined in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 (the “Note Exchange Term Loan”). All Term Commitments with respect to the Initial Term Loans terminated on the Closing Date and all Term Commitments with respect to the First Delayed Draw Term Loans terminated on December 8, 2021. All Term Commitments with respect to the February 2022 Delayed Draw Term Loans shall automatically terminate on July 1, 2022 (whether or not drawn). For the avoidance of doubt, as of the Uncommitted Delayed Draw Sixteenth Amendment Effective Date, the Initial Commitment of each Lender shall be $0. (b) Subject to the terms and conditions set forth herein and in the Second Amendment, on the Second Amendment Effective Date, each Lender agrees to make 2021 Term Loans are notin an aggregate principal amount equal to its 2021 Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the 2021 Term Loan Commitment of each Lender shall be $0. (c) Subject to the terms and conditions set forth herein and in the Third Amendment, on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0. (d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the 2021 New Term Loan Commitment of each Lender shall be $0. (e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the 2021 October New Term Loan Commitment of each Lender shall be $0. (f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0. (g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0. (h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0. (i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0. (j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0. (k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0. (l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0. (m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Thirteenth Amendment Term Loan Commitment of each Lender shall be $0. (n) Subject to the terms and conditions set forth herein and in the Fourteenth Amendment, on the Fourteenth Amendment Effective Date, each Lender agrees to make Fourteenth Amendment Term Loans in an aggregate principal amount equal to its Fourteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Fourteenth Amendment Term Loan Commitment of each Lender shall be $0. (o) Subject to the terms and conditions set forth herein and in the Fifteenth Amendment, on the Fifteenth Amendment Effective Date, each Lender agrees to make Fifteenth Amendment Term Loans in an aggregate principal amount equal to its Fifteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Sixteenth Amendment Effective Date, the Fifteenth Amendment Term Loan Commitment of each Lender shall be $0. (p) Subject to the terms and conditions set forth herein and in the Sixteenth Amendment, on the Sixteenth Amendment Effective Date, each Lender agrees to make Sixteenth Amendment Term Loans in an aggregate principal amount equal to its Sixteenth Amendment Term Loan Commitment as set forth opposite such Lxxxxx’s name in Schedule 2.01(a). (q) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re-borrowed. (r) All the outstanding principal amount of (i) the Last Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall not in be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02. (s) All the outstanding principal amount of the First Out Loans, together with all accrued and unpaid interest thereon, and any case fees and other amounts payable hereunder, shall be deemed due and payable on the earlier of (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to be, “Term Commitments”Section 8.02.

The Loans. (a) (xw) On the Closing Date, the Lenders made term loans (the “Initial Term Loans”) to the Borrower, in an amount equal to $22,500,000, (yx) on December 8, 2021 the Lenders made terms loans (the “First Delayed Draw Term Loans”) to the Borrower, in an amount equal to $27,500,000, and (zy) each Lender agrees (severally, not jointly or jointly and severally), subject Subject to the terms and conditions of this Participation Agreement and the Loan Agreement, the Lender has agreed to (i) make term two loans (the “February 2022 Delayed Draw Term Loans”) to the Borrower, in an Lessor up to the aggregate amount of $10,000,000 at any time during the February 2022 Delayed Draw Availability Period, provided such term loans may only be drawn on not more than two occasions, the first being 22,116,000 in an amount not less than $5,000,000, plus any integral multiple of $100,000 (not to exceed $10,000,000), and the second (if requested by the Borrower) being in an amount equal to the excess, if any, of $10,000,000 over the amount order finance a portion of the first drawing, and (ii) make term loans (the “Uncommitted Delayed Draw Term Loans”), at the Lenders’ sole and absolute discretion, in an amount (A) up to $15,000,000 during the February 2022 Delayed Draw Availability Period and (B) any time thereafter, up to $25,000,000 (less the aggregate amount outstanding with respect to the February 2022 Delayed Draw Term Loans). and (z) on the Eighth Amendment Date, pursuant to the Exchange Agreement, the Borrower accepted the exchange from the Lenders Development Costs of the Exchanging Notes (as defined Leased Property: one loan shall be in the Exchange Agreement) for an increased principal amount of Term Loans in the aggregate principal amount of $56,996,606.00 19,380,000 ("Loan A") and the “Note Exchange Term Loan”second loan shall be in the principal amount of $2,736,000 ("Loan B", and together with Loan A, the "Loans"). All Term Commitments Lessor hereby directs Lender to make disbursements of the Loans to Lessee unless Lessor (with respect notice to Lessee) otherwise directs the Initial Term Lender. The Lessor shall only so direct Lender if an Event of Default has occurred and is continuing. Lessee shall use the proceeds of such Loans terminated on to pay, or reimburse itself for paying, Development Costs, as provided in SECTION 2.6 hereof. Loan A shall (i) be a term and construction loan of $19,380,000, (ii) bear interest from the Closing Date in accordance with SECTION 2.4 of the Loan Agreement, payable on each Loan Payment Date, (iii) bear interest as to overdue amounts at the Overdue Rate, (iv) be evidenced by a promissory note ("Note A") and all Term Commitments (v) have the other terms and conditions as provided in the Loan Agreement and Note A. Loan B shall (i) be a term and construction loan of $2,736,000 (ii) bear interest from the Closing Date in accordance with respect SECTION 2.4 of the Loan Agreement, payable on each Loan Payment Date, (iii) bear interest as to overdue amounts at the Overdue Rate, (iv) be evidenced by a promissory note ("Note B", and together with Note A, the "Notes) and (v) have the other terms and conditions as provided in the Loan Agreement and Note B. The Contribution shall (i) be in an amount of up to $684,000, (ii) be repayable in full (subject to the First Delayed Draw Term Loans terminated provisions of SECTION 15.6 of the Lease) on December 8the Scheduled Termination Date, 2021. All Term Commitments with respect (iii) bear a pre-tax cumulative return equal to the February 2022 Delayed Draw Term Loans Contribution Return, and (iv) be subject to such other terms and conditions as the Lessor and the Lessee shall automatically terminate on July 1, 2022 (whether or not drawn)agree. For Under the avoidance of doubtLease, the Uncommitted Delayed Draw Term Loans are not, and shall not Lessee agrees to pay the Facility Rent to Lessor in any case be deemed to be, “Term Commitments”respect of the Contribution Return on each Rent Payment Date.