Common use of The Term Loans Clause in Contracts

The Term Loans. (i) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borrower, in an amount not to exceed such Lender’s Incremental Term Loan Commitment. (iv) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed.

The Term Loans. (ia) Subject to the terms and conditions of this Agreement set forth herein and in reliance upon the representations and warranties of the Credit Parties contained hereinRestatement Agreement, each Rollover Term A-1 Lender with a Term Loan Commitment severally and not jointly agrees to lend exchange its Exchanged Term A-1 Loans for a like principal amount of Term A-2 Loans on the Amendment and Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Restatement Agreement, each Additional Term A-2 Lender severally agrees to make an Additional Term A-2 Loan (which shall be considered an increase to (and part of) the Term A-2 Loans) to the Lead Borrower on the Amendment and Restatement Effective Date in the principal amount equal to its Additional Term A-2 Commitment on the Amendment and Restatement Effective Date. The Lead Borrower shall prepay the Non-Exchanged Term A-1 Loans with a like amount of the gross proceeds of the Additional Term A-2 Loans, concurrently with the amount set forth opposite such Lender’s name in Schedule 1.1(a) under receipt thereof. The Lead Borrower shall pay to the heading “Term Loan Commitment” (such amount being referred A-1 Lenders immediately prior to herein as such Lender’s “Term Loan Commitment”). As the effectiveness of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Term A-1 Loans to, but not including, the Amendment and Restatement Effective Date on such Amendment and Restatement Effective Date. The Term A-2 Loans shall have the terms set forth in this Agreement and Loan Documents, including as modified by the Restatement Agreement; it being understood that the Term A-2 Loans (and all principal, interest and other amounts in respect thereof) on the will constitute “Term LoansObligations” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. As provided in Section 2.5(a) and subject to the terms hereof, the Lead Borrower may elect that the Term A-2 Loans comprising the Borrowing hereunder of Term A-2 Loans be Base Rate Loans, Term Benchmark Loans or RFR Loans. (iib) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borrower, in an amount not to exceed such Lender’s Incremental Term Loan Commitment. (iv) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid in respect of Term Loans may not be reborrowed.

The Term Loans. (i) Subject to and upon the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Lender with a (A) the Initial Lenders agree to make loans (each, an “Initial Term Loan Commitment severally and not jointly agrees to lend Loan” and, collectively, the “Initial Term Loans”), to the Borrower on the Restatement Effective Initial Closing Date in an amount equal to the Initial Term Loan Commitment, (B) on or prior to the Subsequent Term Loan Commitment Expiration Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading Initial Lenders agree to make loans (each, a “Subsequent Term Loan CommitmentLoan” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreementand, collectively, the outstanding principal amount of the “Subsequent Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date”) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Subsequent Closing Date in an aggregate principal amount equal to the remainder of its Subsequent Term Loan Commitment and (which amountsC) on or prior to the Stetson II Term Loan Commitment Expiration Date, collectively with the converted portion and Initial Lenders agree to make loans (each, a “Stetson II Term Loan” and, collectively, the Converted “Stetson II Term Loans, shall constitute ”) to the Term Loan A hereunder), in each case, Borrower on the Stetson II Funding Date in an aggregate principal amount equal to its the Stetson II Term Loan Commitment. Borrower hereby (x) representsEach of the Borrower, warrantsCSSW Parent, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent Initial Lenders and the Lenders as Administrative Agent acknowledge that the Initial Term Loans and the Subsequent Term Loans have been made and that the Borrower has borrowed the full amount of the Restatement Effective Date with regard to its Obligations in respect of such Initial Term Loan A Commitment and (y) reaffirms its obligation to repay such the Subsequent Term Loan A Commitment. If the Stetson II Funding Date has not occurred on or prior to the Stetson II Term Loan Commitment Expiration Date, the Stetson II Term Loan Commitment shall terminate in accordance with full on the terms and provisions Stetson II Term Loan Commitment Expiration Date. Any portion of this Agreement and the other Stetson II Term Loan DocumentsCommitment not borrowed on the Stetson II Funding Date shall automatically terminate on the Stetson II Funding Date. (ii) Subject The Initial Term Loans were funded by each Initial Lender to the Borrower on the Initial Closing Date at a 17.40143093% discount; accordingly, the amount of Initial Term Loans funded by each Initial Lender to the Borrower on the Initial Closing Date was in an amount equal to 82.59856907% of the stated principal amount of such Initial Term Loans. (b) The Term Loans are available only on the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan specified hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borroweronce repaid, in an amount whole or in part, at maturity or by prepayment, may not to exceed such Lender’s Incremental Term Loan Commitmentbe reborrowed in whole or in part. (ivc) Unless The Term Loans, including all PIK Interest, shall mature on the context Maturity Date and shall otherwise require, be repaid in full by the term “Term Loan Commitments” shall include Borrower by wire transfer of immediately available funds in Dollars for the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowedaccount of the Lenders at the Payment Office of the Administrative Agent.

The Term Loans. The Loan Parties hereby acknowledge, confirm and agree that immediately prior to the Closing Date, the aggregate outstanding principal amount of the Existing Term Loans held by the Lenders, inclusive of all fees and interest capitalized in accordance with the Forbearance Agreement, is $227,900,907.99 and such amount is owing to the Lenders without any defense, right of setoff, counterclaim or otherwise, all of which are hereby expressly waived. The Loan Parties further agree that (ix) the aggregate amount of accrued and unpaid interest on such principal amount not heretofore capitalized is $4,352,274.29, (y) the aggregate amount of all other fees, expenses and other amounts not representing principal or otherwise being paid in cash on the Closing Date is $0, and (z) all such amounts are owing to the Lenders without any defense, right of setoff, counterclaim or otherwise, all of which are hereby expressly waived. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Lender with a Term Loan Commitment severally and not jointly agrees the Lenders hereby agree to lend to the Borrower on the Restatement Effective Date, the amount capitalize all such amounts set forth opposite such Lender’s name in Schedule 1.1(aclauses (x) under the heading “Term Loan Commitment” and (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and y) above immediately prior to giving effect to this AgreementSections 2.01(b) and (c) below, the and all such amounts shall be deemed to constitute outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid Existing Term Loan on the Restatement Effective Closing Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. (ii) Subject to the terms and conditions hereofset forth herein: (a) each Term Loan A Lender severally agrees to make its Applicable Percentage of the Term Loan A to the Borrower on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; (b) each Term Loan B Lender with severally agrees that on the Closing Date, an outstanding Revolving amount equal to its Applicable Percentage, as set forth in Schedule IB hereto, of $100,000,000 of the Existing Term Loan in the aggregate shall be amended, restated, converted and continued as its Applicable Percentage of the Term Loan B hereunder; (c) the Lenders agree that, other than the portion of the Existing Term Loan which is amended, restated, converted and continued as the Term Loan B hereunder pursuant to Section 2.01(b), the Existing Term Loan shall be cancelled and extinguished; and (d) the Lenders agree that all of the Prospective Defaults, as such term is defined in the Original Credit Agreement) under the Original Credit Forbearance Agreement, by its acceptance hereof, severally agrees existing immediately prior to convert an equal principal amount of its outstanding Revolving Loans the Closing Date under the Original Credit Agreement into a term loan hereunder (are hereby permanently waived effective as of the “Converted Term Loans”; Closing Date, and the conversion thereof, parties confirm and agree that all of the “Term Loan Conversion”) in other agreements and obligations of the principal amount parties under the Forbearance Agreement are hereby terminated effective as of the Closing Date other than those agreements and obligations set forth in Schedule 1.1(a) under Sections 12, 13.04, 13.08, the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions first sentence of this Agreement and in the applicable Incremental Term Loan Assumption Agreement13.09, and in reliance upon the representations and warranties 13.11 thereof. Any portion of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borrower, in an amount not to exceed such Lender’s Incremental Term Loan Commitment. (iv) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed. The Borrower agrees to effect the New Equity Issuance in accordance with the Equity Documents and further agrees that, in consideration of the commitments of the Term Loan A Lenders as set forth in Section 2.01(a), 50% of the shares issued pursuant to the New Equity Issuance shall be issued to the Term Loan A Lenders (or their designees), and in consideration of the cancellation and extinguishment of that portion of the Existing Term Loan in excess of the Term Loan B as set forth in Section 2.01(c), and 50% of the shares issued pursuant to the New Equity Issuance shall be issued to all of the Lenders existing as of the Closing Date (or their designees).

The Term Loans. (ia) Subject to Each Initial Lender shall, on the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained hereinBorrowers hereinafter set forth, each Lender with an Incremental make a Term Loan Commitment severally and not jointly agrees to make Incremental the Borrowers on the Effective Date in an amount equal to such Lender's Term Loan Percentage of the $5,000,000 aggregate principal amount of Term Loans to be funded on the BorrowerEffective Date, by depositing such amount, in immediately available funds, to an account of the Borrowers maintained with the Agent. Nothing herein shall be construed to permit the Borrowers to repay and reborrow any portion of the Term Loans. To the extent the entire $5,000,000 aggregate principal amount of Term Loans is not funded on the Effective Date, the obligation of the Initial Lenders to exceed such Lender’s Incremental fund the unfunded portion of the Term Loan CommitmentLoans shall expire and the Borrowers shall have no right to request that the unfunded portion of the Term Loans be funded at any later date. (ivb) Unless the context The Term Loans shall otherwise require, the term “be evidenced by Term Loan Commitments” shall include Notes of the Incremental Borrowers in substantially the form of Exhibit A-2 hereto issued to the Initial Lenders, dated as of the Effective Date, payable to the order of each Initial Lender in a principal amount equal to such Lender's Term Loan CommitmentsPercentage of the $5,000,000 aggregate principal amount of Term Loans to be funded on the Effective Date. Amounts borrowed as The Term Loans may be assigned to one or more Eligible Assignees pursuant to Section 12.05, whereupon the amounts payable to each Lender in respect of its Term Loan shall be evidenced by a Term Loan which are repaid or prepaid may not Note issued to each such Lender in accordance with Section 12.05 dated as of the date of the corresponding Assignment and Acceptance and duly completed and executed by the Borrowers. (c) The principal amount of the Term Loans shall mature and be reborrowedpayable in full on the Term Loan Maturity Date.

The Term Loans. (ia) Subject to TERM LOAN A; TERM LOAN B. Each Existing Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions of this Agreement hereinafter set forth and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name herein and in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. , that, effective on the Closing Date, its Original Loans are hereby converted into (i) term loans in an amount equal to such Existing Lender's Initial Pro-Rata Share of the aggregate outstanding Term A Loans on the Closing Date (each such loan, a "TERM A LOAN" and collectively, the "TERM A LOANS") and (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borrower, loans in an amount not equal to exceed such Existing Lender’s Incremental 's Initial Pro-Rata Share of the aggregate outstanding Term Loan Commitment. B Loans on the Closing Date (iv) Unless the context shall otherwise requireeach such loan, a "TERM B LOAN" and collectively, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments"TERM B LOANS"). Amounts borrowed as No amount of a Term Loan which are is repaid or prepaid by Borrower may be reborrowed hereunder. If this Agreement has become effective pursuant to SECTION 12.20(b), obligations that are currently due under any of the Borrower's or any Restricted Subsidiary's Interest Rate Agreements that have been terminated (and are not reinstated or otherwise effective) may, at the Borrower's option, be reborrowedconverted into Term A Loans and Term B Loans. For the purpose of determining the amounts of such Term A Loans and Term B Loans: (a) the provider(s) of such Interest Rate Agreements shall be treated as Existing Lenders for purposes of the first sentence of this SECTION 2.1(a) and as Lenders hereunder, and (b) the obligations under such Interest Rate Agreements shall be Original Loans for purposes of the definition of "Initial Pro-Rata Share." On or prior to the Closing Date, Administrative Agent shall advise each Lender of such Lender's Initial Pro-Rata Share of the outstanding Term A Loans and Term B Loans. (b) EXISTING L/C OBLIGATIONS. From and after the Effective Date, no Lender shall have any obligation hereunder with respect to Existing L/C Obligations, it being understood that the Existing L/C Obligations shall be on the Closing Date deemed outstanding pursuant to, and shall constitute "Letters of Credit" for all purposes of, the Priority Credit Agreement.

The Term Loans. (ia) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties Agreement, including satisfaction of the Credit Parties contained hereinconditions set forth in Section 3.1, on the Closing Date each Lender with shall severally make a term loan to Acquisition, in the amount of such Lender's respective Commitment Percentage of $40,000,000 (collectively the "Term Loan A"). On the Closing Date, (i) and immediately prior to the effective time of the Merger, Acquisition shall execute and deliver to each Lender a Term Loan Commitment severally and not jointly agrees Note A to lend to evidence the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novationmade by such Lender and (ii) upon the effective time of the Merger, the Borrowers, jointly and severally, shall execute and deliver to each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, Note A to lend to evidence the Borrower on the Restatement Effective Date the remainder portion of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), made by such Lender to the Borrowers which Term Notes shall replace and be in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as substitution of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan DocumentsNotes executed by Acquisition. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iiib) Subject to the terms and conditions of this Agreement and Agreement, including satisfaction of the conditions set forth in Section 3.1, on the Closing Date each Lender shall severally make a term loan to Acquisition, in the applicable Incremental amount of such Lender's respective Commitment Percentage of $15,000,000 (collectively the "Term Loan Assumption AgreementB"). On the Closing Date, (i) and in reliance immediately prior to the effective time of the Merger, Acquisition shall execute and deliver to each Lender Term Note B to evidence the portion of the Term Loan B made by such Lender and (ii) upon the representations and warranties effective time of the Credit Parties contained hereinMerger, the Borrowers, jointly and severally, shall execute and deliver to each Lender with an Incremental a Term Note B to evidence the portion of the Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans B made by such Lender to the Borrower, Borrowers which Term Notes shall replace and be in an amount not to exceed such Lender’s Incremental substitution of the Term Loan CommitmentNotes executed by Acquisition. (ivc) Unless The Term Loans shall be repaid in quarterly installments in the context shall otherwise requirefollowing amounts, due and payable on the term “last day of each January, April, July and October, commencing January 31, 2002, as follows: TERM LOAN A TERM LOAN B PAYMENT DATE INSTALLMENT AMOUNT INSTALLMENT AMOUNT ------------ ------------------ ------------------ January 31, 2002 $1,333,333 $25,000 April 30, 2002 $1,333,333 $25,000 July 31, 2002 $1,333,334 $25,000 October 31, 2002 $1,875,000 $41,250 January 31, 2003 $1,875,000 $41,250 17 April 30, 2003 $1,875,000 $41,250 July 31, 2003 $1,875,000 $41,250 October 31, 2003 $2,125,000 $41,250 January 31, 2004 $2,125,000 $41,250 April 30, 2004 $2,125,000 $41,250 July 31, 2004 $2,125,000 $41,250 October 31, 2004 $2,375,000 $41,250 January 31, 2005 $2,375,000 $41,250 April 30, 2005 $2,375,000 $41,250 July 31, 2005 $2,375,000 $41,250 October 31, 2005 $2,625,000 $41,250 January 31, 2006 $2,625,000 $41,250 April 30, 2006 $2,625,000 $41,250 July 31, 2006 $2,625,000 $41,250 October 31, 2006 $41,250 January 31, 2007 $41,250 April 30, 2007 $41,250 July 31, 2007 $14,141,250 $40,000,000 $15,000,000 The final principal installment for each Term Loan Commitments” shall include be due on the Incremental applicable Term Loan Commitments. Amounts borrowed as a Maturity Date, together with all outstanding principal, accrued interest and other fees and charges hereunder related to such Term Loan which are repaid or prepaid may not be reborrowedLoan.

The Term Loans. (i) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan A Commitment severally and not jointly agrees to lend lend, to the Borrower on the Restatement Effective Closing Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan CommitmentA Commitments” (such amount being referred to herein as such Lender’s “Term Loan A Commitment”). As of the Restatement Effective Date and prior Amounts borrowed under this Section 1.1(a)(i) are referred to giving effect to this Agreement, the outstanding principal amount of as the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents.A.” (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each DDTL Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans lend to the Borrower from time to time after the Closing Date until the DDTL Commitment Expiration Date on not more than two (2) occasions, the aggregate amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “DDTL Commitment” (such amount being referred to herein as such Lender’s “DDTL Commitment”). Amounts borrowed under this subsection 1.1(a)(ii) are referred to as a “DDTL.” The DDTL Commitment of each DDTL Lender shall be reduced by the aggregate amount of DDTLs funded by such DDTL Lender. Each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all DDTLs, when originally made or thereafter, are included in an amount not to exceed such Lender’s Incremental each Borrowing of outstanding Term Loan Commitment.A on a pro rata basis. Without limiting the generality of the foregoing, this may be accomplished by requiring each outstanding Borrowing of Term Loan A that is a LIBOR Rate Loan to be converted into a Borrowing of Term Loan A that is a Base Rate Loan on the date of each such DDTL, or by allocating a portion of each such DDTL to each outstanding Borrowing of Term Loan A that is a LIBOR Rate Loan on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. In addition, each scheduled amortization payment under Section 1.8(a) required to be made after the making of any DDTL which (as of the date of such scheduled amortization payment) is of the same Class as Term Loan A shall be ratably increased by the aggregate principal amount of such DDTL for all Lenders on a pro rata basis to the extent necessary, including, to avoid any reduction in the amortization payments to which the Term Loan Lenders are entitled in respect of such DDTL. To the extent any installment under Section 1.8(a) that is scheduled to be made in respect of Term Loan A on any day shall have been reduced or eliminated due to the application thereto of a prepayment prior to the date on which a DDTL is funded and as of which day is of the same Class as Term Loan A, then notwithstanding the provisions of Section 9.11 hereof to the contrary, Lenders who hold such funded DDTLs on such day shall be entitled to receive the entire portion of each payment of, or application to, the installment with respect to such funded DDTL scheduled to be made on such day. For the avoidance of doubt, until such time as Agent exercises such option to treat DDTLs as being of the same Class as Term Loan A, DDTLs shall be deemed to be part of a Class separate from Term Loan A. (iviii) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed.

The Term Loans. (ia) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend make term loans (each such loan, a “Term Loan”) to the Borrower from time to time, on any Business Day during the Restatement Effective Date, period from the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “date of satisfaction or waiver of all Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of Draw Conditions until the Restatement Effective Maturity Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borrower, in an amount not to exceed such Lender’s Incremental Commitment; provided, however, that after giving effect to any borrowing, (i) the total outstanding Term Loans shall not exceed the Aggregate Commitments and (ii) the Aggregate Term Loans of any Lender shall not exceed such Lender’s Commitment. The Aggregate Commitments will be held in an account by Kxxxxx Xxxxxx Zxxxx Xxxxxxxx pursuant to an escrow agreement reasonably satisfactory to the Administrative Agent, the Borrower and Kxxxxx Xxxxxx Zxxxx Xxxxxxxx. The Lenders may not withdraw funds deposited in such account after the date of entry of an Interim Financing Order; provided, however, that the Administrative Agent may return any unused portion of the Aggregate Commitment to the Lenders at the Maturity Date or at the direction of the Required Lenders prior to the Maturity Date upon termination of the Term Loan CommitmentCommitment or termination of the Agreement under the terms of this Agreement. Borrower and Guarantors agree that, notwithstanding Kxxxxx Xxxxxx Zavis Rosenman’s role as escrow agent, Kxxxxx Xxxxxx Zxxxx Xxxxxxxx may continue to represent the Administrative Agent and the Lenders in this transaction in connection with this Agreement, including the enforcement of rights and remedies of the Administrative Agent and the Lenders. (ivb) Unless The Term Loans shall be evidenced by the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowedNotes.

The Term Loans. (ia) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinThe Lenders agree, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend make an initial term loan (the “Initial Term Loan”) to the Borrower in Dollars on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each caseDate, in an aggregate amount equal to its the Dollar equivalent of CAN$125,000,000(the “Initial Term Loan Commitment. Borrower hereby Amount”) (xprovided that if such amount exceeds the Borrowing Base on the Effective Date (calculated without giving effect to clause (c) representsof the definition thereof), warrants, agrees, covenants then the amount of such excess shall be applied as Availability Reserve and reaffirms that it has no known defense, set off, claim or counterclaim reserved against the Agent and the Lenders ABL Borrowing Base as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documentsa Push Down Reserve). (iib) Subject to The Lenders further agree, on the terms and conditions hereofhereinafter set forth, each Lender with to make a delayed draw term loan (the “Delayed Draw Term Loan”) to the Borrower in Dollars at any time from and after the Effective Date through the Delayed Draw Term Loan Commitment Termination Date, in an outstanding Revolving aggregate amount up to the Dollar equivalent of the Delayed Draw Term Loan Line Cap. (c) From and after the making of the Delayed Draw Term Loan, the Initial Term Loan and the Delayed Draw Term Loan (collectively referred to as defined in the Original Credit AgreementTerm Loan) under shall be treated as a single tranche for all purposes, including repayments, prepayments and voting and shall be secured by the Original Credit Agreement, by its acceptance hereof, severally agrees same Collateral. (d) With respect to convert an equal clauses (a) and (b) the Dollar-equivalent principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “applicable Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted shall be calculated based on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted relevant currency exchange rate in effect on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “date such Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borrower, in an amount not to exceed such Lender’s Incremental Term Loan Commitmentis incurred. (ive) Unless All repayments and prepayments of the context shall otherwise require, the term “Term Loan Commitments” shall include be in Dollars and shall be the Incremental Term Loan Commitmentsactual amount in Dollars as originally incurred plus all applicable fees and interest thereon, each of which shall be calculated and payable in Dollars. (f) Anything to the contrary in this Section 2.01 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase Availability Reserves relating to the Collateral. Amounts borrowed as a Term Loan which are repaid For the avoidance of doubt if any Availability Reserve (other than the Push Down Reserve (including any the Realty Reserve)) or prepaid may the basis thereof is established or determined under the ABL Credit Agreement against the ABL Borrowing Base it shall not be reborrowedrecalculated or established against the Borrowing Base.

The Term Loans. (i) Subject to the terms and conditions of this Agreement, each Initial Term Loan outstanding under the Existing Credit Agreement on the Closing Date shall remain outstanding under this Agreement as an Initial Term A Loan (the “Initial Term A Loan”). Initial Term A Loans that were LIBOR Rate Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Closing Date shall automatically be converted to Term SOFR Loans of such Class under this Agreement with an initial Interest Period as specified in the Notice of Borrowing delivered to the Agent on the Closing Date. Initial Term A Loans that were Base Rate Loans immediately prior to the effectiveness of this Agreement on the Closing Date shall initially be Base Rate Loans under this Agreement. The Initial Term A Loans may from time to time be Term SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Agent in accordance with Section 1.6. (ii) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a an Initial Term B Loan Commitment severally and not jointly agrees to lend to the Borrower in a single loan on the Restatement Effective DateClosing Date in Dollars, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Initial Term B Loan Commitment” (such amount being referred to herein as such Lender’s “Initial Term B Loan Commitment”). As of the Restatement Effective Date and prior Amounts borrowed under this Section 1.1(a)(ii) are referred to giving effect to this Agreement, the outstanding principal amount of as the “Initial Term LoansB Loan.” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Initial Term Loans” under the Original Credit Agreement B Loan shall be automatically deemed to have been, and hereby is, converted into a portion separate Class of Term Loans from the Initial Term Loans outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan DocumentsClosing Date. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term A Loan Commitment severally and not jointly agrees to make Incremental Term Loans lend to the BorrowerBorrower in a single loan on the Closing Date in Dollars, in an the amount not to exceed set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Incremental Term A Loan Commitment” (such amount being referred to herein as such Lender’s “Incremental Term A Loan Commitment”). Amounts borrowed under this Section 1.1(a)(ii) are referred to as the “Incremental Term A Loan.” (iv) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which that are repaid or prepaid may not be reborrowedre-borrowed.

The Term Loans. (i) Subject to the terms and conditions of this Agreement, each Initial Term Loan outstanding under the Existing Credit Agreement on the Closing Date shall remain outstanding under this Agreement as an Initial Term A Loan (the “Initial Term A Loan”). Initial Term A Loans that were LIBOR Rate Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Closing Date shall automatically be converted to Term SOFR Loans of such Class under this Agreement with an initial Interest Period as specified in the Notice of Borrowing delivered to the Agent on the Closing Date. Initial Term A Loans that were Base Rate Loans immediately prior to the effectiveness of this Agreement on the Closing Date shall initially be Base Rate Loans under this Agreement. The Initial Term A Loans may from time to time be Term SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Agent in accordance with Section 1.6. (ii) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a an Initial Term B Loan Commitment severally and not jointly agrees to lend to the Borrower in a single loan on the Restatement Effective DateClosing Date in Dollars, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Initial Term B Loan Commitment” (such amount being referred to herein as such Lender’s “Initial Term B Loan Commitment”). As of the Restatement Effective Date and prior Amounts borrowed under this Section 1.1(a)(ii) are referred to giving effect to this Agreement, the outstanding principal amount of as the “Initial Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “B Loan.”The Initial Term Loans” under the Original Credit Agreement B Loan shall be automatically deemed to have been, and hereby is, converted into a portion separate Class of Term Loans from the Initial Term Loans outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan DocumentsClosing Date. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term A Loan Commitment severally and not jointly agrees to make Incremental Term Loans lend to the BorrowerBorrower in a single loan on the Closing Date in Dollars, in an the amount not to exceed set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Incremental Term A Loan Commitment” (such amount being referred to herein as such Lender’s “Incremental Term A Loan Commitment”). Amounts borrowed under this Section 1.1(a)(ii) are referred to as the “Incremental Term A Loan.” (iv) Unless Subject to the context shall otherwise requireterms and conditions of Amendment No. 2 and in reliance upon the representations and warranties of the Credit Parties contained therein, each Amendment No. 2 Incremental Term B Lender with an Amendment No. 2 Incremental Term B Loan Commitment severally and not jointly agrees to lend to the Borrower in a single loan on the Amendment No. 2 Closing Date in Dollars, the term “Term Loan Commitments” shall include the amount set forth opposite such Amendment No. 2 Incremental Term B Lender’s name in Schedule I of Amendment No. 2 under the heading “Amendment No. 2 Incremental Term B Loan CommitmentsCommitment” (such amount being referred to herein as such Amendment No. Amounts borrowed as a 2 Incremental Term Loan which are repaid or prepaid may not be reborrowed.B Lender’s “Amendment No. 2

The Term Loans. (ia) Subject to Each Initial Lender shall, on the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained hereinBorrowers hereinafter set forth, each Lender with an Incremental make a Term Loan Commitment severally and not jointly agrees to make Incremental the Borrowers on the Effective Date in an amount equal to such Lender's Term Loan Percentage of the $7,000,000 aggregate principal amount of Term Loans to be funded on the BorrowerEffective Date, by depositing such amount, in immediately available funds, to an account of the Borrowers maintained with the Agent. Nothing herein shall be construed to permit the Borrowers to repay and reborrow any portion of the Term Loans. To the extent the entire $7,000,000 aggregate principal amount of Term Loans is not funded on the Effective Date, the obligation of the Initial Lenders to exceed such Lender’s Incremental fund the unfunded portion of the Term Loan CommitmentLoans shall expire and the Borrowers shall have no right to request that the unfunded portion of the Term Loans be funded at any later date. (ivb) Unless the context The Term Loans shall otherwise require, the term “be evidenced by Term Loan Commitments” shall include Notes of the Incremental Borrowers in substantially the form of Exhibit A-2 hereto issued to the Initial Lenders, dated as of the Effective Date, payable to the order of each Initial Lender in a principal amount equal to such Lender's Term Loan CommitmentsPercentage of the $7,000,000 aggregate principal amount of Term Loans to be funded on the Effective Date. Amounts borrowed as The Term Loans may be assigned to one or more Eligible Assignees pursuant to ss. 12.05, whereupon the amounts payable to each Lender in respect of its Term Loan shall be evidenced by a Term Loan which are Note issued to each such Lender in accordance with ss. 12.05 dated as of the date of the corresponding Assignment and Acceptance and duly completed and executed by the Borrowers. (c) The principal amount of the Term Loans shall be payable as follows: (i) on each of October 1, 1999, January 1, 2000, April 1, 2000, and July 1, 2000, the Borrowers shall pay to the Agent for the pro rata benefit of the Lenders (based on their respective Term Loan Percentages) an aggregate principal installment in the amount of $250,000 and; (ii) on the first day of each Fiscal Quarter commencing October 1, 2000 and continuing until the Term Loans shall have been repaid or prepaid may not be reborrowedin full, the Borrowers shall pay to the Agent for the pro rata benefit of the Lenders (based on their respective Term Loan Percentages) an aggregate principal installment in the amount of $375,000.

The Term Loans. (ia) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each the 2021 Incremental First Lien Lender with (as defined in the Fourth Amendment), in its capacity as a Term Loan Commitment severally and not jointly Lender, agrees to lend make a single term loan denominated in Dollars to the Borrower on the Restatement Fourth Amendment Effective Date, Date in an amount not to exceed the amount set forth opposite such 2021 Incremental First Lien Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all Term Borrowing shall consist of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to made by the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A 2021 Incremental First Lien in accordance with the terms its Term Commitment. Amounts borrowed under this Section 2.01(a) and provisions of this Agreement and the other Loan Documentssubsequently repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein. (iib) Subject to the terms and conditions hereofset forth herein, (i) each 2023 Refinancing Term Lender with hereby agrees to make 2023 Refinancing Term Loans to the Borrower on the Sixth Amendment Effective Date in an outstanding Revolving Loan amount not to exceed the amount of the Additional 2023 Refinancing Term Commitment of such 2023 Refinancing Term Lender and (ii) each 2023 Cashless Term Lender hereby agrees to exchange the entire aggregate principal amount of its Existing Term Loans (as defined in the Original Credit AgreementSixth Amendment) under or such lesser amount as the Original Credit Agreement, by its acceptance hereof, severally agrees Administrative Agent may allocate to convert such 2023 Cashless Term Lender for an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted 2023 Refinancing Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date borrowed under this Section 1.1(a)(i)(ii), together with amounts borrowed 2.01(b) and subsequently repaid or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectivelyprepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as the “Term Loan A.”further provided herein. (iiic) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each (i) the Additional 2023 Refinancing Term Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental to the Borrower a loan denominated in Dollars (together with each loan converted from a Converted 2023 Refinancing Term Loan pursuant to clause (ii) below, a “2024 Refinancing Term Loan”) on the Seventh Amendment Effective Date equal to the Additional 2024 Refinancing Term Commitment and (ii) each Converted 2024 Refinancing Term Loan of each Seventh Amendment Consenting Lender shall be converted into a 2024 Refinancing Term Loan of such Lender effective as of the Seventh Amendment Effective Date in a principal amount equal to the principal amount of such Lxxxxx’s Converted 2023 Refinancing Term Loan immediately prior to such conversion; provided that the 2024 Refinancing Term Loans to shall initially consist of Term SOFR Loans with an Interest Period commencing on the BorrowerSeventh Amendment Effective Date and ending on February 29, in an amount not to exceed such Lender’s Incremental Term Loan Commitment2024. (iv) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed.

The Term Loans. (ia) Subject Immediately prior to this Agreement's becoming effective on the Restatement Effective Date, Paribas shall purchase all of the Existing Term Loans from the Existing Lenders pursuant to the Lender Assignment. (b) On the Restatement Effective Date, subject to the terms and conditions of this Agreement Agreement, including without limitation those set forth in Section 9.01, Paribas agrees to make the Additional Term Loan to the Borrower. (c) The Existing Term Loans and in reliance the Additional Term Loan made on the Restatement Effective Date shall initially be Base Rate Loans. Thereafter, subject to and upon the representations terms and warranties conditions of this Agreement, the Credit Parties contained hereinTerm Loans may from time to time be Eurodollar Loans or Base Rate Loans or a combination thereof, each Lender with a Term Loan Commitment severally as determined by the Borrower and not jointly agrees to lend notified to the Borrower on Agent in accordance with Section 7.04. (d) On the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. (ii) Subject subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount including without limitation those set forth in Schedule 1.1(a) under Section 9.01, and without limiting the heading “Converted generality of the next sentence, the interest rate applicable to the Existing Term Loans shall be changed to the interest rate set forth in Section 7.06 and the maturity date of such loans shall be extended to the Term Loan Maturity Date. The Existing Term Loans and the Additional Term Loan shall be collectively referred to herein as the "Term Loans”. Amounts converted on " and, from and after the Restatement Effective Date under Date, the characteristics of such loans shall be identical and shall be the characteristics applicable to Term Loans as specified in this Section 1.1(a)(i)(ii)4, together with amounts borrowed or converted Section 7 and the other provisions of this Agreement. (e) The Borrower shall repay the Term Loans in 30 consecutive quarterly installments on each Installment Payment Date, commencing on September 30, 2000 and ending on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained hereinMaturity Date, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees such installment to make Incremental Term Loans to the Borrower, be in an amount not equal to exceed such Lender’s Incremental 's Commitment Percentage of the Term Loan CommitmentAmortization Amount for the Installment Payment Date on which such installment is payable. (iv) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed.