Term Loan Conditions. With respect to any request for a Credit Extension under the Term Loan Commitments,

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings.

Loan Call Protection. In the event that, prior to the second fourth anniversary of the Closing Second Amendment Effective Date, # the Borrower makes any prepayment or repayment of Initial Term Loans and/or Delayed Draw Term Loans pursuant to Section ‎2.10(a), ‎2.10(c) and ‎2.10(d), (ii) the Borrower makes any prepayment or repayment of Initial Term Loans and/or Delayed Draw Term Loans in whole or in part following a Change in Control or an acceleration of the Initial Term Loans and/or Delayed Draw Term Loans (with the date of such prepayment or repayment, for purposes of calculating the payment required pursuant to this Section ‎2.10(i), to be deemed to be the date on which such Change in Control or acceleration of the Initial Term Loans and/or Delayed Draw Term Loans occurs) or # the Borrower replaces any Lender in accordance with Section ‎2.16(b), in each case, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the [[Organization B:Organization]] holding Initial Term Loans and/or Delayed Draw Term Loans (including any Lender that is replaced pursuant to Section ‎2.16(b)) (each such event, a “Prepayment Premium Event”), a premium equal to # if such event occurs prior to the first anniversary of the Closing Date, 3.00%Second Amendment Effective Date, the sum of # 3.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned) plus # the present value, as reasonably determined by the Administrative Agent (acting at the direction of the Required [[Organization B:Organization]]), at such date of prepayment, repayment or assignment of all required remaining scheduled interest payments due on the Initial Term Loans and/or Delayed Draw Term Loans through the first anniversary of the Second Amendment Effective Date (excluding accrued and unpaid interest to, but excluding, the date of such prepayment, repayment or assignment) computed using a discount rate equal to the Treasury Rate as of such date of prepayment, repayment or assignment plus 50 basis points, # if such event occurs after the first anniversary of the Closing Second Amendment Effective Date but on or prior to the second anniversary of the Closing Date, 2.00% and Second Amendment Effective Date, 3.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned), # if such event occurs on or after the second anniversary of the Second Amendment Effective Date but prior to the third anniversary of the Closing Date Second Amendment Effective Date, 2.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned) and # if such event occurs on or after the third anniversary of the Second Amendment Effective Date but prior to the fourth anniversary of the Second Amendment Effective Date, 1.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned) (such premiums, the “Prepayment Premium”). Without limiting the generality of the foregoing, it is understood and agreed that if the Initial Term Loans and/or Delayed Draw Term Loans are accelerated or otherwise become due prior to the Final Maturity Date, in each case, in respect of any Event of Default (including upon the occurrence of an Event of Default under Section ‎8.01(g) or ‎8.01(h) (including the acceleration of claims by operation of law)), any Prepayment Premium or Exit Fee that would otherwise be applicable with respect to a prepayment of the Initial Term Loans and/or Delayed Draw Term Loans at such time pursuant to Section ‎2.10(a) will also be due and payable on the date of such acceleration or such other prior due date as though the Initial Term Loans and/or Delayed Draw Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above or the Exit Fee shall be presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM OR THE EXIT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: # each of the Prepayment Premium and the Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; # each of the Prepayment Premium and the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; # there has been a course of conduct between the [[Organization B:Organization]] and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium and the Exit Fee; and # the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Term Loan Commitments. Subject only to the conditions set forth in [Section 4.01], each ​ with an Initial Term Loan Commitment severally agrees to make to the ​ on the Closing Date a term loan denominated in Dollars equal to such ​’s Initial Term Loan Commitment (the “Initial Term Loans”; provided that any Delayed Draw Term Loans that are funded hereunder shall also be deemed to constitute Initial Term Loans following such funding). Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. At any time and from time to time during the Delayed Draw Commitment Period, subject to the terms and conditions set forth in [Section 4.03] hereof, each ​ with a Delayed Draw Commitment severally agrees to make to the ​ on the applicable Delayed Draw Closing Date a Term Loan denominated in Dollars in an aggregate amount requested by the ​ but not exceeding such ​’s unfunded Delayed Draw Commitment as of such date immediately prior to giving effect to such Borrowing (the “Delayed Draw Term Loans”); provided that the aggregate principal amount of all such Borrowings of Delayed Draw Term Loans shall not exceed the aggregate amount of the Delayed Draw Commitments as of the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Initial Term Loans and Delayed Draw Term Loans may be Base Rate Loans (in the case of Term Loans denominated in Dollars) or Eurocurrency Rate Loans, as further provided herein; provided that Delayed Draw Term Loans will initially be of the same Type and will have the same Interest Period as the Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans. To the extent practicable, the Initial Term Loans and Delayed Draw Term Loans will be treated as the same Class (i.e., “fungible”) and will have the same CUSIP.

Revolving Loan Commitment. During the Revolving Commitment Period, subject to the terms and conditions hereof, each ​ severally agrees to make revolving loans to the ​ from time to time on any Business Day in Dollars and/or any Alternative Currency (“Revolving Loans”) in an aggregate amount (expressed in the Dollar Amount thereof in the case of an Alternative Currency) up to but not exceeding such ​’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.02(a) may be repaid and reborrowed during the Revolving Commitment Period. Each ​’s Revolving Commitment shall expire on the Revolving Commitment Termination Date, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

Swing Line Loan. Subject to the terms and conditions set forth herein, the Swing Line ​, in reliance on the agreements of the Revolving Lenders set forth in this Section 2.03, agrees to make Swing Line Loans in Dollars to the ​ from time to time on any Business Day during the Revolving Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, after giving effect to any Swing Line Loan, # the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments, # the Total Utilization of Revolving Commitments of any Revolving ​, shall not exceed such ​’s Revolving Commitment and # the aggregate principal amount outstanding of all Swing Line Loans shall not exceed the Swing Line Sublimit; provided, further, that the Swing Line ​ shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the ​ may borrow, prepay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan by the Swing Line ​, each Revolving ​ shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line ​ a participation in such Swing Line Loan in an amount equal to such Revolving ​’s Pro Rata Share of the amount of such Swing Line Loan.

Revolving Loan Repayments. The ​ shall from time to time prepay first, the Swing Line Loans and second, the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect; provided that, to the extent such excess amount is greater than the aggregate principal dollar amount of Swing Line Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative ​ and held in the Cash Collateral Account as cover for Letter of Credit Usage, as more particularly described in [Section 2.04(l)], and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Usage by an equivalent amount.

Discharge of Loan. The parties hereby agree that in full and final discharge of the Loan, the Company shall issue to Lender a total of 23,297,000 shares of common stock of the Company (“Common Stock”) (with an effective value of $0.005 per share). The discharge of the Loan shall be effective as of the Effective Date, however, it is subject to Lender’s receipt of the Common Stock.

Other Loan Documents. The Agent shall have received final executed originals of each of the other Loan Documents to be delivered by each Borrower or any related Person pursuant to the terms hereof.

Perform Loan Documents. The Borrowers shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, each Borrower. Payment of the costs and expenses associated with any of the foregoing shall be in accordance with the terms and provisions of this Agreement, including, without limitation, the provisions of Section 10.13 hereof.