Common use of The Term Loan Clause in Contracts

The Term Loan. Subject to the terms and conditions of this Agreement, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage of the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The principal amount of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminate.

The Term Loan. (i) Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each the Lenders previously made available to Borrower certain term loans, including the Restatement Effective Date Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage of the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The principal amount of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Third Amendment Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage which $23,750,000 remains outstanding as of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject Fourth Amendment Effective Date. (ii) Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein and in the Fourth Amendment, including without limitation on the satisfaction of all applicable conditions in §11 Fourth Amendment Effective Date, each Lender with a Fourth Amendment Term Loan Commitment severally and §12, be made available not jointly agrees to lend to the Borrower by delivery of on the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Fourth Amendment Effective Date, the obligations amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Fourth Amendment Term Loan Commitment” (such amount being referred to herein as such Lender’s “Fourth Amendment Term Loan Commitment”). Amounts borrowed under this subsection 1.1(a)(ii) are referred to as the “Fourth Amendment Term Loan” and, together with the Restatement Effective Date Term Loan and the Third Amendment Effective Date Term Loan, are sometimes referred to herein, collectively, as the “Term Loan.” No amount of the Term Loan Lenders which is repaid or prepaid may be reborrowed. Each Lender shall be deemed to make have assigned and/or purchased, as necessary, any and all amounts in respect of the Term Loan shall terminatein order to accurately reflect its appropriate percentage of the outstanding Term Loan as set forth on Schedule 1.1(a).

The Term Loan. 1.1 Subject to and upon the terms and conditions of this AgreementLoan Agreement and so long as no Event of Default described in Article 5 hereof (hereinafter referred to as an “Event of Default”) has occurred, each Term Loan Lender severally will continue to extend credit to Borrower in the aggregate principal amount of TEN MILLION AND NO/100THS DOLLARS (and not jointly$10,000,000.00) agrees (hereinafter referred to make an advance of its Term Loan Percentage as the “Restated $10,000,000 Loan” or as the “Loan”). Borrower acknowledges that all of the Term Loan to the Borrower on one occasion on or within fourteen (14) days following has been disbursed and is outstanding as of the Closing (defined below) hereunder and no further disbursements are possible. 1.2 All obligations of Borrower under the Loan shall be evidenced by and subject to terms of that certain Amended and Restated Promissory Note Secured by Deed of Trust of even date herewith, which shall be effective as of Closing hereunder (“Effective Date. The ”), in the principal amount of the Term Loan, executed by Borrower concurrently herewith (the “Restated Note”) (this Loan outstanding hereunder from time to time shall bear interest Agreement and the Term Loan Restated Note being hereinafter collectively referred to as the “Agreement”). 1.3 Lender shall be repayable as herein provided. No amount render monthly statements of the Term Loan repaid or prepaid amounts owing by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of under this Agreement, including without limitation the satisfaction statements of all applicable conditions principal and interest owing, and such statements shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and Lender unless, within thirty (30) days after receipt thereof by Borrower, Borrower shall deliver to Lender, by registered or certified mail, at Lender’s place of business indicated hereinabove, written objection thereto specifying the error or errors, if any, contained in §11 any such statement. 1.4 Upon Closing, a fee shall be paid to Lender in consideration for Lender agreeing to modify, consolidate, restate and §12extend the Existing Loans as reduced and included in the Loan, and entering into this Agreement, which fee shall not be made available subject to the Borrower by delivery reduction or be refundable under any circumstance, and which fee is payable upon recordation, in an amount equal to two percent (2.0%) of the proceeds thereof as shall be directed by initial amount of the Borrower Loan, i.e., Two Hundred Thousand and acceptable no/100 Dollars ($200,000.00) (the “Loan Fee”). Said fee is in addition to all interest and other charges provided in the Administrative Agent. Restated Note. 1.5 The Term Restated $10,000,000 Loan shall be made secured by (i) the Term Existing Deeds of Trust, as amended by those certain Memoranda of Loan Lenders Modification, Consolidation and Amendment to Deed of Trust, and (ii) the Amended, Consolidated and Restated Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Nevada), all of even date herewith, and other “Security Documents” covering “Collateral” as a Base Rate Loan, subject to conversion after the Drawdown Date thereof hereinafter defined and described in accordance with §2.7. If the Term Article 5 of this Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminate.Agreement

The Term Loan. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of this AgreementDefault shall have occurred and be continuing, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage Advances to Borrower, at any time and from time to time during the Term Loan Draw Availability Period, in an aggregate amount not to exceed the Term Loan Commitment. To the extent that, on the last day of the Term Loan to Draw Availability Period, there remains any Term Loan Commitment amount that has not been the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The principal amount subject of a Term Loan Advance, then the Term Loan outstanding hereunder from time Commitment shall terminate on such date and Lender shall no longer be obligated to time make Term Loan Advances to Borrower thereafter. The Term Loan is not a revolving credit facility, and any repayments of principal shall bear interest and be applied to permanently reduce the Term Loan shall Commitment and may not be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto reborrowed. (or telephonic notice confirmed in a writing in the form of Exhibit C heretob) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of this AgreementDefault shall have occurred and be continuing, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The may give Lender irrevocable written notice requesting a Term Loan shall be made by Advance of not less than Ten Thousand Dollars ($10,000) under the Term Loan Lenders as Commitment by delivering to Lender not later than 11:00 a.m. (Eastern Time) at least three (3) but not more than five (5) Business Days before the proposed Borrowing Date of such requested Term Loan Advance. Each time a Base Rate Loanrequest for a Term Loan Advance is made, subject Borrower shall deliver to conversion after Lender a Term Loan Borrowing Certificate and such other supporting documentation with respect to the Drawdown Date thereof figures and information in accordance with §2.7. If the Term Loan is not advanced by Borrowing Certificate as Lender shall reasonably request. On each Borrowing Date, Borrower irrevocably authorizes Lender to disburse the proceeds of the requested Term Loan Lenders Advance to Borrower’s account(s) as set forth on or within fourteen Schedule 2.3, in all cases for credit to Borrower via Federal funds wire transfer no later than 4:00 p.m. (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminateEastern Time).

The Term Loan. Subject Borrower acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, the outstanding principal amount of the “Term Loan A” under the Original Credit Agreement is $49,350,000 and of the “Term Loan B” under the Original Credit Agreement is $8,000,000 (collectively, the “Existing Term Loans”), in each case all of which Existing Term Loans hereby shall be deemed to have been, and hereby is, converted into a portion of the outstanding Term Loan hereunder in like amount without constituting a novation, and Borrower hereby represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of such Existing Term Loans. Each Lender with a Term Loan Commitment severally and not jointly agrees, on the terms and conditions of this Agreementhereinafter set forth, each to lend to Borrower on the Restatement Effective Date, the additional amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Lender severally Commitment” (and not jointly) agrees such amount, together with the amount of the Existing Term Loans of such Lender, being referred to make an advance of its herein as such Lender’s “Term Loan Percentage of Commitment”). Amounts borrowed, or deemed borrowed, under this subsection 1.1(a) are referred to as the “Term Loan”. Amounts borrowed, or deemed borrowed, as the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The principal amount of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan which are repaid or prepaid by the Borrower may not be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminatereborrowed.

The Term Loan. Subject to the terms and conditions of set forth in this Agreement, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage of the Term Loan available to Borrower in the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The original principal amount of the Term Loan Amount by continuing the outstanding hereunder principal amount of the Existing Term Loan made by Lender under the Existing Credit Agreement and advancing additional funds as provided in this Agreement, so that as long as no Default or Event of Default has occurred or is continuing, Borrower may, commencing as of the Restatement Date from time to time shall bear interest and prior to the close of business on the Term Loan shall be repayable as herein provided. No Maturity Date, borrow, in one or more Term Loan Draws, an amount which, when aggregated with the outstanding principal amount of the Existing Term Loan repaid or prepaid by the Borrower may be reborrowed continued hereunder. The Borrower shall give to the Administrative Agent written notice , does not exceed in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of aggregate the Term Loan requested hereunder Amount in effect from time to time. The Term Loan is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. So long as no Default or Event of Default shall have occurred and be continuing, Borrower Agent may give Lender irrevocable written notice requesting a Term Loan Draw by delivering to Lender not later than 2:00 p.m. Boston time 11:00 a.m. (Eastern Standard Time) at least one (1) but not more than four (4) Business Days prior to before the proposed Drawdown Date borrowing date of the Term Loan. On the Drawdown Date of the Term Loan, each such requested Term Loan Lender shallDraw (the "Term Loan Borrowing Date"), pursuant a completed Borrowing Certificate and relevant supporting documentation satisfactory to Lender, which shall (i) specify the terms and subject to proposed Term Loan Borrowing Date which shall be a Business Day, (ii) specify the conditions of this Agreement, make the principal amount of its such requested Term Loan Percentage of Draw, (iii) certify the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office matters contained in Section 4.2 and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminate.Section

The Term Loan. Subject to the terms and conditions of this Agreement(a) The Lender agrees, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage of the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The principal amount of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to upon the terms and subject to the conditions of this Agreementhereof, to make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed Borrowers in a maximum principal amount not to exceed the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative AgentTerm Loan Commitment. The Term Loan shall be made by available to the Borrowers in multiple advances from the Closing Date to the Term Loan Lenders as Maturity Date (the “Term Advances”), each such Term Advance to be in a Base Rate Loanminimum amount of $2,500,000 and multiple increments of $2,500,000. Term Advances shall be used by the Borrowers solely to fund Permitted Acquisitions. The making of any Term Advance with respect to any Permitted Acquisition and the amount thereof, subject shall be within Lender’s sole discretion (provided that the amount of a Term Advance made by Lender may not exceed the amount requested by the Borrowers). Lender is under no obligation to conversion after the Drawdown Date thereof in accordance with §2.7make any Term Advance. If the The Term Loan is not advanced (including all Term Advances) shall be secured by all of the Term Loan Lenders on or within fourteen (14) days following Collateral. Notwithstanding anything to the Closing Datecontrary contained herein, in no event may the obligations aggregate outstanding principal balance of the Term Loan Lenders on any date exceed the Activated Revolving Credit Amount as of such date. In the event that for any reason the aggregate outstanding principal balance of the Term Loan exceeds the Activated Revolving Credit Amount, Borrowers shall immediately repay such excess in full. (b) Each request by Borrowers for a Term Advance (a “Term Advance Request”) shall be submitted to make Lender in writing, signed by an Authorized Officer of Borrower Agent, no less than thirty (30) days in advance of the proposed funding date for such Term Advance. Each Term Advance Request shall (i) specify the amount of the requested Term Advance, (ii) specify the proposed funding date (which shall be a Business Day), (iii) describe in reasonable detail the proposed Permitted Acquisition, (iv) specify the anticipated owner of the business to be acquired (which may be a Borrower or an Affiliate of a Borrower which, concurrently with the funding of such Term Advance and the closing of such Permitted Acquisition shall become a Borrower hereunder pursuant to a Joinder Agreement), and (v) be accompanied by such additional documents and information required under Section 7.7(e)(vii). In the event of any material change in the proposed amount, funding date, transaction structure or any other matter relevant to a proposed Permitted Acquisition or requested Term Advance, Borrowers shall notify Lender as soon as practicable and provide to Lender any information required by Lender in order to evaluate the change in circumstances. (c) At Closing, Borrowers shall execute and deliver a promissory note to Lender in the stated amount of the Term Loan Commitment and payable in the amount of the Term Advances evidenced thereby from time to time (as may be amended, modified or replaced from time to time, the “Term Note”). The Term Note shall evidence Borrowers’ absolute and unconditional obligation to repay Lender the full amount of the Term Advances made by Lender thereunder, with interest as herein and therein provided. The Term Note shall be substantially in the form set forth in Exhibit 2.3(c) attached hereto and made a part hereof. The Term Loan and all Term Advances thereunder shall be secured by all of the Collateral. (d) The principal balance of the Term Loan shall terminatebe paid in consecutive monthly installments payable on the first Designated Funding Date of each month (each such date, a “Repayment Date”), commencing with the first Repayment Date following the initial Term Advance hereunder and continuing through the first Designated Funding Date occurring in June 28, 2010. The monthly principal payment amount shall be set forth on a schedule to be prepared or updated by Lender and delivered to Borrowers on each date when a Term Advance is funded. Lender shall prepare or update such schedule (i) by reflecting the amount of the monthly principal payment due on each Repayment Date occurring prior to the Term Loan Maturity Date as the quotient obtained by dividing the sum of (A) the original principal amounts of all Term Advances theretofore made by (B) sixty (60), and (ii) by reflecting the amount of the principal payment due on the Term Loan Maturity Date as the remaining outstanding principal balance of the Term Loan as of the Term Loan Maturity Date. The entire outstanding balance of the Term Loan (including principal, unpaid interest, unpaid fees and Expenses shall be due and payable on the Term Loan Maturity Date. The amount of the Term Loan (including each Term Advance) and all payments of principal, interest, and fees and expenses due to be received by Lender in respect of the Term Loan shall be recorded in the books and records of Lender, which books and records shall, in the absence of manifest error, be conclusive as to the outstanding balance and/or other information related to the Term Loan. Upon request (which request may not be made more frequently than once per calendar quarter), Lender will provide to Borrower Agent copies of its books and records relevant to the balance of the Term Loan. (e) Notwithstanding anything to the contrary contained herein, in the event of termination of the Revolving Credit for any reason, or at the expiration of the Initial Revolving Credit Term absent renewal thereof by the Lender, the Term Loan shall mature and all amounts outstanding in respect of the Term Loan (including principal of the Term Advances, interest, fees and Expenses (including, without limitation, Deferred Term Loan Termination Fees, if any) and any other amounts) shall be immediately due and payable by the Borrowers. (f) Borrowers may prepay the outstanding balance of the Term Loan in whole or in part at any time upon not less than ten (10) days’ prior written notice to Lender, provided that any such prepayment shall be accompanied by accrued interest on the amount so prepaid to the date of such prepayment. Amounts prepaid or repaid on account of the Term Loan may be reborrowed in the form of new Term Advances hereunder, provided that the aggregate outstanding balance of the Term Loan shall at no time exceed the lesser of (i) the Activated Revolving Credit Amount, and (ii) the Term Loan Commitment Amount.

The Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally (and not jointly) hereby agrees to make an advance of its one term loan to be funded on the date hereof, in a principal amount not to exceed the Maximum Credit Limit (the “Term Loan Percentage of Loan”). If the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The aggregate outstanding principal amount of the Term Loan outstanding hereunder from at any time exceeds the Maximum Credit Limit, Borrower shall immediately repay such excess in full. The Obligations of Borrower under this Agreement shall at all times be absolute and unconditional. Borrower acknowledges and agrees that any obligation of Lender to time shall bear interest and make the Term Loan is strictly contingent upon the satisfaction of the conditions set forth in Section 2.3. Borrower shall be repayable as herein provided. No make monthly payments in an amount equal to (i) accrued and unpaid interest only at the Applicable Rate on the outstanding principal amount of the Term Loan repaid or prepaid on each of the Payment Dates during the Interest Only Period, and (ii) beginning on the first Payment Date after the expiration of the Interest Only Period and each subsequent Payment Date until (and including) the Maturity Date (the “Amortization Period”), the installment of principal and interest due on each such Payment Date, each such installment to be in an amount computed by fully amortizing on a mortgage-style basis the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) outstanding principal amount of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date as of the Term Loan. On first Payment Date after the Drawdown Date expiration of the Term LoanInterest Only Period (not taking into account, each Term for purposes of such computation, the principal installment due on the first Payment Date after the expiration of the Interest Only Period) plus interest thereon at the Applicable Rate through the Maturity Date. For clarity, the payment schedule as of the Closing Date is reflected in Exhibit B attached hereto (as amended from time to time, the “Amortization Schedule”), provided, that if the Applicable Rate is adjusted in accordance with its terms, the Amortization Schedule and the required monthly installment shall be recalculated based on the adjusted Applicable Rate. In the event of any inconsistency between the Amortization Schedule and the terms of such Loan Lender shallDocuments (including this Section 2.1(a)), pursuant the terms of such Loan Documents shall prevail. Borrower shall continue to comply with all of the terms and subject to provisions hereof until all of the conditions of this Agreement, make Obligations (other than contingent obligations for which no claim has been asserted) are paid and satisfied in full. After the amount of its Term Loan Percentage advance of the Term Loan available by wire transfer to on the Administrative Agent. Such wire transfer date hereof, no further loans shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminatefrom Lender.

The Term Loan. (a) Subject to and upon the terms and conditions provisions of this Agreement, each Term Loan Lender severally (and not jointly) agrees to make an advance a loan (each a “Term Loan”; and collectively, the “Term Loans”) to Borrower on the Closing Date in the principal amount set forth below opposite such Lender’s name (herein called such Lender’s “Term Loan Committed Amount”). The total of each Lender’s Term Loan Committed Amount is herein called the “Total Term Loan Committed Amount”. The proportionate share set forth below opposite each Lender’s name is herein called such Lender’s “Term Loan Pro Rata Share”: Lender Committed Amount Term Loan Pro Rata Share Chevy Chase Bank, F.S.B. $ 20,000,000 66.6666667 % MB Financial Bank, N.A. $ 10,000,000 33.3333333 % Total Term Loan Committed Amount $ 30,000,000 100 % The obligation of each Lender to make a Term Loan is several and is limited to its Term Loan Percentage Committed Amount, and such obligation of each Lender is herein called its “Term Loan Commitment”. The Term Loan Commitment of each Lender are herein collectively referred to as the “Term Loan Commitments”. Agent shall not be responsible for the Term Loan Commitment of any Lender, except to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The principal amount extent Agent acts as a Lender; and similarly, none of Lenders shall be responsible for the Term Loan outstanding hereunder Commitment of any of the other Lenders; the failure, however, of any Lender to perform its Term Loan Commitment shall not relieve any of the other Lenders from the performance of their respective Term Loan Commitments. (b) The obligation of Borrower to pay the Term Loans with interest shall be evidenced by a series of promissory notes (each as from time to time shall bear interest extended, amended, restated, supplemented or otherwise modified, the “Note” and collectively, the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice “Notes”) substantially in the form of Exhibit C EXHIBIT A attached hereto (or telephonic notice confirmed in and made a writing part hereof with appropriate insertions. Each Note shall be dated as of the Closing Date, shall be payable to the order of a Lender at the times provided in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term LoanNote, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form principal amount of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The such Lender’s Term Loan shall be made by Committed Amount. (c) Borrower may voluntarily prepay the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof principal sum outstanding only in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations terms of the Term Loan Lenders to make the Term Loan shall terminateNote. Sums borrowed and repaid may not be readvanced.

The Term Loan. (i) Subject to the terms and conditions of this Agreementconditions, each Term Loan and relying upon the representations and warranties, set forth herein, the Lender severally (and not jointly) agrees to make an advance of its a Term Loan Percentage (the "Term Loan") to the Borrowers on the Closing Date in an amount not to exceed the Term Loan Commitment. The portion of the Term Loan to Commitment which is the Borrower subject of clause (a) as a definition of such term (i.e., "Term Loan Commitment") terminated upon the funding of the Term Loan on one occasion on or within fourteen (14) days following the Closing Date. (ii) The Term Loan made by the Lender is evidenced by the promissory note of the Borrowers (the "Term Note"), substantially in the form attached to the Credit Agreement as Exhibit F, appropriately completed, duly executed and delivered on behalf of the Borrowers, and payable to the order of the Lender in a principal amount equal to the Term Loan Commitment. The Term Note shall (a) be dated the Closing Date, (b) be stated to mature on the Term Loan Maturity Date, (c) be payable as to principal in 48 consecutive monthly installments, with the first 47 installments payable on the first day of each calendar month commencing on December 1, 2002 and the last installment payable on the Term Loan Maturity Date, and (d) bear interest on the unpaid principal amount thereof from time to time outstanding from the date thereof until paid in full as provided in Section 3.01 hereof. The principal amount of such payments received by the Term Loan outstanding hereunder from time to time Lender on each of the installment dates preceding the last installment date (i.e., the first 47 installments) shall bear interest be in the amount of $62,500, and the Term Loan last installment received by the Lender shall be repayable as herein provided. No in the amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date remaining principal amount outstanding of the Term Loan. On The Lender is authorized to record the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms date and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage each payment or prepayment of principal of the Term Loan available by wire transfer in the Lender's records or on a grid schedule which may be annexed to the Administrative Agent. Such wire transfer Term Note; provided, however, that the failure of the Lender to set forth each such payment and other information shall be directed not in any manner affect the obligation of the Borrowers to repay the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received Term Loan made by the Administrative Agent shall, subject to Lender in accordance with the terms of the Term Note and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by Note, any annexed grid schedule and the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations books and records of the Term Loan Lenders to make Lender shall constitute presumptive evidence of the Term Loan shall terminateinformation so recorded absent demonstrable error.

The Term Loan. 2.1. TRANCHE A TERM LOAN. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally (and not jointly) agrees to make an advance Advance of its the Tranche A Term Loan Percentage on the Closing Date on a pro rata basis in the amount of the Tranche A Term Loan to the Borrower on one occasion on or within fourteen (14) days following Commitment of such Lender. The Tranche A Term Loan shall be available in a single draw at the Closing Date. The principal amount of the each Segment of Tranche A Term Loan outstanding hereunder from time to time shall bear interest, at the Borrower's election, at an interest and rate per annum at the Base Rate or the Eurodollar Rate; PROVIDED, HOWEVER, that (i) no Eurodollar Rate Segment shall have an Interest Period that extends beyond the Term Loan Termination Date, (ii) each Eurodollar Rate Segment shall be repayable as herein providedin the minimum amount of $500,000 and, if greater, an integral multiple of $100,000 and (iii) the principal amount of each Eurodollar Rate Segment may, subject to the provisions of SECTIONS 2.3, 2.6 and 2.7 hereof, be repaid only on the last day of the Interest Period with respect thereto. No amount of the Tranche A Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower , and no Advance of Tranche A Term Loan shall be made by any Lender after the Closing Date. (b) An Authorized Representative shall give to the Administrative Agent written notice in the form by telefacsimile transmission of Exhibit C hereto a completed Borrowing Notice (or telephonic notice confirmed in a writing in the form of Exhibit C heretoeffective upon receipt) of a request for the Advance of the Tranche A Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) prior to 10:30 A.M. three Business Days prior to the proposed Drawdown Date Closing Date. Notice of receipt of such Borrowing Notice, together with the amount of each Lender's portion of the Tranche A Term LoanLoan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 10:30 A.M.) not later than 1:00 P.M. on the same day as the Agent's receipt of such notice. On As early as practicable on the Drawdown Date of the Term LoanClosing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its the Tranche A Term Loan Percentage of the Term Loan to be made by it, determined in accordance with SECTION 2.1(A) hereof, available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Principal Office and shall be in the form of same day funds in immediately available Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made immediately available to the Borrower by delivery of the proceeds thereof to the Borrower's Account or otherwise as shall be directed by the Borrower Authorized Representative and reasonably acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminate.

The Term Loan. Subject to the terms and conditions of this Agreement, each Term Loan Lender severally (Agreement and not jointly) agrees to make an advance of its Term Loan Percentage in reliance upon the representations and warranties of the Credit Parties contained herein, certain Lenders made term loans (the “Existing Term Loan Loans”) to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. The principal amount of the Term Loan outstanding hereunder from time to time shall bear interest Date (and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days immediately prior to the proposed Drawdown Date Fourth Amendment Date, the aggregate outstanding principal balance of the Existing Term LoanLoans was $46,880,212.50). On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein, including without limitation the satisfaction of all applicable conditions in §11 each Lender with a New Term Loan Commitment severally and §12, be made available not jointly agrees to lend to the Borrower by delivery on the Fourth Amendment Date, the amount set forth opposite such Lender’s name on Schedule 1.1(a)-Supplement under the heading “ New Term Loan Commitment” (such amount being referred to herein as such Lender’s “New Term Loan Commitment”, and loans made in respect of such New Term Loan Commitments, the “New Term Loans”). The Borrower hereby directs the Agent to receive the proceeds of the New Term Loans and Revolving Loans made on the Fourth Amendment Date and immediately apply such proceeds thereof to prepay the Existing Term Loans in full (so that immediately following such prepayment, the New Term Loans made on the Fourth Amendment Date are the only outstanding term loans hereunder) (and the Lenders waive any required advance notice of such prepayment pursuant to this Agreement). Amounts borrowed under this subsection 1.1(a) are referred to as shall be directed by the Borrower and acceptable to the Administrative Agent. The “Term Loan shall be made by Loan.” Amounts borrowed as the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is which are repaid or prepaid may not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminatebe reborrowed.

The Term Loan. (a) Subject to the terms and conditions of this Agreementset forth in the Fourth Amendment, each the Bank agrees to forgive all accrued and unpaid interest on the Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage through December 31, 2001, forgive the aggregate outstanding principal balance of the Term Loan above $2,000,000.00, and to continue to extend the remaining balance of the Term Loan (i.e., $2,000,000.00). The Term Loan shall be evidenced by an amended and restated promissory note of the Borrower in the aggregate principal amount of $2,000,000.00 in form and substance satisfactory to the Bank (the "Term Note"), dated as of the date of the Fourth Amendment and payable to the order of the Bank. (b) Subject to the terms and conditions set forth in this Agreement, the Borrower on one occasion on or within fourteen (14) days following shall pay the Closing Date. The outstanding principal amount of the Term Loan outstanding hereunder from time to time shall bear interest and on the Term Loan Maturity Date. In addition, within thirty days of the last day of each calendar quarter beginning on March 31, 2002, the Borrower shall be repayable as herein provided. No amount of prepay the Term Loan repaid or prepaid by in an amount equal to 50% of the Borrower may be reborrowed hereunder. Excess Cash Flow during such calendar quarter." (e) The Borrower shall give Bank agrees to forgive all accrued and unpaid interest on the Administrative Agent written notice Revolving Credit Loans and all commitment fees on the unfunded portion of the Revolving Credit Commitment, in each case through December 31, 2001. (f) Effective as of the form date hereof, the first sentence of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C heretoSection 7(c) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior Agreement is hereby amended in it entirety to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant read as follows: "All payments to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Borrower hereunder or under any of the other Loan Lenders Documents shall be made in U.S. dollars in immediately available funds to Ark CLO 2000-1, Limited, c/o JPMorgan Chase Bank, 600 Travis Street, 50th Floor, Houston, Texas 77002, without set-off xx xxxxxxxxxxxx and without any withholding or deduction whatsoever." (g) Effective as a of the date hereof, all Loans hereunder shall be Base Rate Loan, subject to conversion Loans. The first Interest Payment Date after the Drawdown date hereof shall be February 1, 2002 (which shall cover the first Interest Period ending on January 31, 2002). For the avoidance of doubt, each Interest Payment Date thereof in accordance with §2.7. If thereafter shall be the Term Loan is not advanced by the Term Loan Lenders on or within fourteen first day of such calendar month. (14h) days following the Closing Date, the obligations Effective as of the Term date hereof, Section 10(c) of the Loan Lenders Agreement is hereby amended in its entirety to make the Term Loan shall terminate.read as follows:

The Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage Advance of the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing DateDate on a pro rata basis determined by the Term Loan Commitment of each Lender. The Term Loan shall be available in a single draw at Closing. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and at the Term Loan FF LIBOR Rate; provided, however, that (i) no Segment shall have an Interest Period that extends beyond the Scheduled Maturity Date, (ii) each Segment shall be repayable as herein providedin the minimum FF Equivalent Amount of $500,000 and, if greater, an integral multiple of the FF Equivalent Amount of $50,000 and (iii) the principal amount of each Segment may, subject to the provisions of Sections 2.3, 2.6 and 2.7 hereof, be repaid only on the last day of the Interest Period with respect thereto. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) , and no Advance of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one shall be made by any Lender after the Closing Date. (1b) Business Days prior to As early as practicable on the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term LoanClosing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan to be made by it, determined in accordance with Section 2.1(a) hereof, available by wire transfer to the Administrative Agent. Such wire transfer shall be directed Borrower in French Francs at the Disbursing Bank, to the Administrative account of the Agent at with the Administrative Agent’s Office and shall be in the form of same day funds in DollarsDisbursing Bank. The amount so received by the Administrative Agent Disbursing Bank shall, subject to the terms and conditions of this Agreement, including without limitation Agreement and upon instruction from the satisfaction Agent to the Disbursing Bank on or before 10:00 A.M. on the date of all applicable conditions in §11 and §12such Advance, be made available to the Borrower by delivery of the proceeds thereof to the Borrower's Account with the Disbursing Bank or otherwise as shall be directed by the Borrower Authorized Representative and reasonably acceptable to the Administrative Agent. . (c) The principal amount outstanding of the Term Loan shall be made recorded by the Agent in French Francs which recorded amount shall be reduced from time to time by the amount of any principal payments with respect to the Term Loan. (d) On the date of any Continuation of a Segment pursuant to Section 2.10 hereof and, with respect to any Segment having an Interest Period longer than three months, at the end of each three-month period following the first day of such Interest Period (each a "Term Loan Lenders as a Base Rate LoanValuation Date"), subject to conversion after the Drawdown Date thereof in accordance with §2.7Agent shall determine and record the NB BOLLE CREDIT AGREEMENT (FINAL) Doc No: 190295 amount of Term Loan Outstandings. If the aggregate amount of all Term Loan is not advanced by Outstandings and FF Revolving Loan Outstandings exceeds the Total FF Loan Commitment, the Borrower shall, within two Business Days of written notice thereof from the Agent, repay (a "Term Loan Lenders on or within fourteen (14Rate Adjustment Payment") days following the Closing Date, the obligations portion of the Term Loan Lenders or FF Revolving Loans, at the Borrower's election, necessary to make ensure that the amount of all Term Loan Outstandings and FF Revolving Loan Outstandings does not exceed such Total FF Loan Commitment. Such Term Loan Rate Adjustment Payment shall terminatebe accompanied by payment of all amounts due pursuant to Section 5.5 hereof as a result of such Term Loan Rate Adjustment Payment. The Agent shall maintain records sufficient to identify the outstanding principal amount and Dollar Value of each Segment.

The Term Loan. (a) Subject to the terms and conditions of this Agreementconditions, each Term Loan and relying upon the representations and warranties, set forth herein, the Lender severally (and not jointly) agrees to make an advance of its a Term Loan Percentage (the "Term Loan") to the Borrowers on the Closing Date in an amount not to exceed the Term Loan Commitment. The Term Loan Commitment shall terminate upon the funding of the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing Date. . (b) The Term Loan made by the Lender shall be evidenced by the promissory note of the Borrowers (the "Term Note"), substantially in the form attached hereto as Exhibit F, appropriately completed, duly executed and delivered on behalf of the Borrowers, and payable to the order of the Lender in a principal amount of equal to the Term Loan outstanding hereunder Commitment. The Term Note shall (a) be dated the Closing Date, (b) be stated to mature on the Term Loan Maturity Date, (c) be payable as to principal in 48 consecutive monthly installments, with the first 47 installments payable on the first day of each calendar month commencing on December 1, 2002 and the last installment payable on the Term Loan Maturity Date, and (d) bear interest on the unpaid principal amount thereof from time to time outstanding from the date thereof until paid in full as provided in Section 3.01 hereof. The amount of such payments received by the Lender on each of the installment dates preceding the last installment date (i.e., the first 47 installments) shall bear interest be in the amount of $62,500, and the Term Loan last installment received by the Lender shall be repayable as herein provided. No in the amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date remaining principal amount outstanding of the Term Loan. On The Lender is authorized to record the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms date and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage each payment or prepayment of principal of the Term Loan available by wire transfer in the Lender's records or on a grid schedule which may be annexed to the Administrative Agent. Such wire transfer Term Note; provided, however, that the failure of the Lender to set forth each such payment and other information shall be directed not in any manner affect the obligation of the Borrowers to repay the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received Term Loan made by the Administrative Agent shall, subject to Lender in accordance with the terms of the Term Note and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by Note, any annexed grid schedule and the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations books and records of the Term Loan Lenders to make Lender shall constitute presumptive evidence of the Term Loan shall terminateinformation so recorded absent demonstrable error.

The Term Loan. Subject to the terms and conditions of this Agreementset forth herein, (i) each Term Loan Lender severally (and not jointly) agrees to make with an advance of its Initial Term Loan Percentage Commitment as of the Term Loan Closing Date made a single term loan to the Borrower on one occasion on or within fourteen (14) days following the Closing DateDate in an amount equal to such Term Lender’s Initial Term Commitment (all such term loans collectively, the “Initial Term Loan”) and (ii) each Term Lender with an Incremental Term Commitment as of the Third Amendment Effective Date severally agrees to make a single term loan to the Borrower on the Third Amendment Effective Date in an amount equal to such Term Lender’s Incremental Term Commitment (all such term loans collectively, the “Incremental Term Loan”). Term Loans may, at the option of the Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type. Amounts borrowed under this Section 2.02(a) and repaid or prepaid may not be reborrowed. The aggregate principal amount of the borrowing of the Incremental Term Loan requested by the Borrower to be made on the Third Amendment Effective Date and the Incremental Term Loan will be in an aggregate principal amount of $75,000,000, and immediately after giving effect to the funding of the Incremental Term Loan, the aggregate amount of the Term Loan outstanding on the Third Amendment Effective Date is $369,950,957. For the avoidance of doubt, the terms of the Incremental Term Loan to be made hereunder from time shall, except as otherwise described herein and except as to time the extent of any upfront or similar fees, as applicable, be the same as the terms of the Initial Term Loan hereunder, and the Incremental Term Loan and the Initial Term Loan shall bear interest and collectively be the Term Loan hereunder, and the Incremental Term Loan made under this Section 2.02(a) shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may deemed to be reborrowed hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested an Incremental Facility hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, made pursuant to and in accordance with the terms and subject to the conditions provisions of Section 11.12(b) of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the Term Loan shall terminate.

The Term Loan. (i) Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Lender Commitment severally (and not jointly) jointly agrees to make an advance of its Term Loan Percentage of lend, on the Term Loan Closing Date, to the Borrower on one occasion on or within fourteen (14the amount set forth opposite such Lender’s name in Schedule 1.1(a) days following under the Closing Date. The principal amount of the heading “Term Loan outstanding hereunder from time Commitments” (such amount being referred to time shall bear interest and the herein as such Lender’s “Term Loan shall be repayable Commitment”). Amounts borrowed under this subsection 1.1(a)(i) are referred to as herein provided. No amount of the “Term Loan.” (ii) Amounts borrowed as a Term Loan which are repaid or prepaid by may not be reborrowed. (iii) In addition, with the Borrower may be reborrowed hereunder. The Borrower shall give written consent of, and pursuant to documentation acceptable to, the Administrative Agent written notice in the form of Exhibit C hereto (Agent, one or telephonic notice confirmed in a writing in the form of Exhibit C hereto) more of the Term Loan requested hereunder no later than 2:00 p.m. Boston time one Lenders may make additional term loans in an aggregate amount not to exceed $12,500,000 (1“Protective Advances”) Business Days prior to Borrower on the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and §12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be loans made by the Term Lenders on the Closing Date that such Lenders deem necessary or desirable, directly or indirectly, (1) to maintain, protect or preserve the value of the Collateral and/or the Agent’s or Lenders’ rights therein as determined in the discretion of the Agent, including to preserve the Credit Parties’ business assets and infrastructure (such as the payment of insurance premiums, taxes, necessary suppliers, rent and payroll, including, without limitation, any other payments made concurrently with a payment relating to the maintenance, protection or preservation of value of the Collateral and/or the Agent’s or Lenders’ rights therein or for the preservation of the Credit Parties’ business assets or infrastructure), (2) to implement and exercise an enforcement action with respect to the Collateral, (3) to fund an orderly liquidation or wind-down of the Credit Parties’ assets or business or an Insolvency Proceeding (whether or not occurring prior to or after the commencement of an Insolvency Proceeding), (4) to enhance the likelihood, or maximize, the repayment of the Obligations or (5) to pay any other amounts chargeable to Credit Parties under any Loan Lenders as a Documents, including costs, fees and expenses relating thereto. No Protective Advances shall remain outstanding for more than forty-five (45) consecutive days. All Protective Advances shall bear interest at the rate applicable to Base Rate LoanLoans, subject to conversion after which interest shall be payable at the Drawdown Date thereof in accordance with §2.7. If time interest is payable on the Term Loan is not advanced by Loans and on the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations date of the Term Loan Lenders to make the Term Loan shall terminaterepayment of such Protective Advance.