EXECUTION
      VERSION


    
      

      

    

     

    CREDIT
      AGREEMENT

     

    by
      and among


    


    TAKE-TWO
      INTERACTIVE SOFTWARE, INC.

    


    and

     

    EACH
      OF ITS SUBSIDIARIES THAT ARE IDENTIFIED ON THE SIGNATURE PAGES HERETO AS
      BORROWERS


     

    as
      Borrowers,


     

    EACH
      OF ITS SUBSIDIARIES THAT ARE IDENTIFIED ON THE SIGNATURE PAGES HERETO AS
      GUARANTORS


     

    as
      Guarantors,


     

    THE
      LENDERS THAT ARE SIGNATORIES HERETO

     

    as
      the Lenders,

     

    and

     

    WELLS
      FARGO FOOTHILL, INC.

     

    as
      the Arranger and Administrative Agent


     

    Dated
      as of July 3, 2007

     

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CREDIT
      AGREEMENT

     

    THIS
      CREDIT
      AGREEMENT (this
      "Agreement"),
      is
      entered into as of July 3, 2007,
      by and
      among the lenders identified on the signature pages hereof (such lenders,
      together with their respective successors and permitted assigns, are referred
      to
      hereinafter each individually as a "Lender" and collectively as the
      "Lenders"),
      WELLS
      FARGO FOOTHILL, INC., a
      California corporation, as the arranger and administrative agent for the Lenders
      (in such capacity, together with its successors and assigns in such capacity,
      "Agent"),
      TAKE-TWO
      INTERACTIVE SOFTWARE, INC.,
      a
      Delaware corporation ("Parent"),
      and
      each of Parent's Subsidiaries identified on the signature pages hereof as a
      Borrower (such Subsidiaries, together with Parent, are referred to hereinafter
      each individually as a "Borrower",
      and
      collectively, jointly and severally, as the "Borrowers"),
      and
      each of Parent's Subsidiaries identified on the signature pages hereof as a
      Guarantor (such Subsidiaries are referred to hereinafter each individually
      as a
      "Guarantor",
      and
      individually and collectively, jointly and severally, as the "Guarantors")

     

    The
      parties agree as follows:

     

    
      	1.	
              DEFINITIONS
                AND CONSTRUCTION.

            


    

     

    1.1 Definitions.
      Capitalized terms used in this Agreement shall have the meanings specified
      therefor on Schedule
      1.1.

     

    1.2 Accounting
      Terms.
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with GAAP. When used herein, the term "financial statements" shall
      include the notes and schedules thereto. Whenever the term "Borrowers" or the
      term "Parent" is used in respect of a financial covenant or a related
      definition, it shall be understood to mean Parent and its Subsidiaries on a
      consolidated basis, unless the context clearly requires otherwise.

     

    1.3 Code.
      Any
      terms
      used in this Agreement that are defined in the Code shall be construed and
      defined as set forth in the Code unless otherwise defined herein; provided,
      however,
      that to
      the extent that the Code is used to define any term herein and such term is
      defined differently in different Articles of the Code, the definition of such
      term contained in Article 9 of the Code shall govern.

     

    1.4 Construction.
      Unless
      the context of this Agreement or any other Loan Document clearly requires
      otherwise, references to the plural include the singular, references to the
      singular include the plural, the terms "includes" and "including" are not
      limiting, and the term "or" has, except where otherwise indicated, the inclusive
      meaning represented by the phrase "and/or." The words "hereof," "herein,"
      "hereby," "hereunder," and similar terms in this Agreement or any other Loan
      Document refer to this Agreement or such other Loan Document, as the case may
      be, as a whole and not to any particular provision of this Agreement or such
      other Loan Document, as the case may be. Section, subsection, clause, schedule,
      and exhibit references herein are to this Agreement unless otherwise specified.
      Any reference in this Agreement or in any other Loan Document to any agreement,
      instrument, or document shall include all alterations, amendments, changes,
      extensions, modifications, renewals, replacements, substitutions, joinders,
      and
      supplements, thereto and thereof, as applicable (subject to any restrictions
      on
      such alterations, amendments, changes, extensions, modifications, renewals,
      replacements, substitutions, joinders, and supplements set forth herein). Any
      reference herein or in any other Loan Document to the satisfaction or repayment
      in full of the Obligations shall mean the repayment in full in cash (or, in
      the
      case of Letters of Credit or Bank Products, the cash collateralization or
      support by a standby letter of credit in accordance with the terms hereof)
      of
      all Obligations other than unasserted contingent indemnification Obligations
      and
      other than any Bank Product Obligations that, at such time, are allowed by
      the
      applicable Bank Product Provider to remain outstanding and that are not required
      by the provisions of this Agreement to be repaid or cash collateralized. Any
      reference herein to any Person shall be construed to include such Person's
      successors and assigns. Any requirement of a writing contained herein or in
      any
      other Loan Document shall be satisfied by the transmission of a Record and
      any
      Record so transmitted shall constitute a representation and warranty as to
      the
      accuracy and completeness of the information contained therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.5 Schedules
      and Exhibits.
      All
      of
      the schedules and exhibits attached to this Agreement shall be deemed
      incorporated herein by reference.

     

    
      	2.	
              LOAN
                AND TERMS OF PAYMENT.

            


    

     

    2.1 Revolver
      Advances.

     

    (a) Subject
      to the terms and conditions of this Agreement, and during the term of this
      Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly
      or jointly and severally) to make advances ("Advances")
      to
      Borrowers in an amount at any one time outstanding not to exceed such Lender's
      Pro Rata Share of an amount equal to
      the lesser of (i)
      the
      Maximum Revolver Amount less
      the
      Letter of Credit Usage at such time, and (ii) the Borrowing Base at such time
      less
      the
      Letter of Credit Usage at such time. 

     

    (b) Anything
      to the contrary in this Section
      2.1
      notwithstanding, Agent shall have the right to establish reasonable reserves
      against the Borrowing Base in such amounts, and with respect to such matters,
      as
      Agent in its Permitted Discretion shall deem necessary or appropriate, including
      reasonable reserves with respect to (i) sums that Borrowers or their
      Subsidiaries are required to pay under any Section of this Agreement or any
      other Loan Document (such as taxes, assessments, insurance premiums, or, in
      the
      case of leased assets, rents or other amounts payable under such leases) and
      have failed to pay, and (ii) amounts owing by Borrowers or their
      Subsidiaries to any Person to the extent secured by a Lien on, or trust over,
      any of the Collateral (other than a Permitted Lien), which Lien or trust, in
      the
      Permitted Discretion of Agent likely would have a priority superior to the
      Agent's Liens (such as Liens or trusts in favor of landlords, warehousemen,
      carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts
      for
ad
      valorem,
      excise,
      sales, or other taxes where given priority under Applicable Law) in and to
      such
      item of the Collateral. Notwithstanding the foregoing, (A) any reserve
      established by Agent shall not duplicate another reserve already established
      by
      Agent and (B) Agent shall not establish a rent reserve against the Borrowing
      Base with respect to any location for which a Collateral Access Agreement has
      been delivered to Agent.

     

    (c) Amounts
      borrowed pursuant to this Section
      2.1
      may be
      repaid and, subject to the terms and conditions of this Agreement, reborrowed
      at
      any time during the term of this Agreement. The outstanding principal amount
      of
      the Advances, together with interest accrued thereon, shall be due and payable
      on the Maturity Date or, if earlier, on the date on which they are declared
      due
      and payable pursuant to the terms of this Agreement.

     

    2.2 Intentionally
      Omitted.
      

     

    2.3 Borrowing
      Procedures and Settlements.

     

    (a) Procedure
      for Borrowing. Each
      Borrowing shall be made by an irrevocable written request by an Authorized
      Person delivered to Agent. Unless Swing Lender is not obligated to make a Swing
      Loan pursuant to Section 2.3(b)
      below,
      such notice must be received by Agent no later than 10:00 a.m. (California
      time)
      on the Business Day that is the requested Funding Date specifying (i) the amount
      of such Borrowing, and (ii) the requested Funding Date, which shall be a
      Business Day; provided,
      however,
      that if
      Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing,
      such notice must be received by Agent no later than 10:00 a.m. (California
      time)
      on the Business Day prior to the date that is the requested Funding Date. At
      Agent's election, in lieu of delivering the above-described written request,
      any
      Authorized Person may give Agent telephonic notice of such request by the
      required time. In such circumstances, Borrowers agree that any such telephonic
      notice will be confirmed in writing within 24 hours of the giving of such
      telephonic notice, but the failure to provide such written confirmation shall
      not affect the validity of the request.

     

    
      
        
        

      

      
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    (b) Making
      of Swing Loans.
      In the
      case of a request for an Advance and so long as either (i) the aggregate amount
      of Swing Loans made since the last Settlement Date, minus the amount of
      Collections or payments applied to Swing Loans since the last Settlement Date,
      plus the amount of the requested Advance does not exceed $10,000,000, or (ii)
      Swing Lender, in its sole discretion, shall agree to make a Swing Loan
      notwithstanding the foregoing limitation, Swing Lender shall make an Advance
      in
      the amount of such Borrowing (any such Advance made solely by Swing Lender
      pursuant to this Section
      2.3(b)
      being
      referred to as a "Swing
      Loan"
      and
      such Advances being referred to collectively as "Swing
      Loans")
      available to Borrowers on the Funding Date applicable thereto by transferring
      immediately available funds to Borrowers' Designated Account. Each Swing Loan
      shall be deemed to be an Advance hereunder and shall be subject to all the
      terms
      and conditions applicable to other Advances, except that all payments on any
      Swing Loan shall be payable to Swing Lender solely for its own account. Subject
      to the provisions of Section
      2.3(d)(ii),
      Swing
      Lender shall not make and shall not be obligated to make any Swing Loan if
      Swing
      Lender has actual knowledge that (i) one or more of the applicable conditions
      precedent set forth in Section
      3
      will not
      be satisfied on the requested Funding Date for the applicable Borrowing, or
      (ii)
      the requested Borrowing would exceed the Availability on such Funding Date.
      Swing Lender shall not otherwise be required to determine whether the applicable
      conditions precedent set forth in Section
      3
      have
      been satisfied on the Funding Date applicable thereto prior to making any Swing
      Loan. The Swing Loans shall be secured by the Agent's Liens, constitute
      Obligations hereunder, and bear interest at the rate applicable from time to
      time to Advances that are Base Rate Loans.

     

    (c) Making
      of Loans.

     

    (i) In
      the
      event that Swing Lender is not obligated to make a Swing Loan, then promptly
      after receipt of a request for a Borrowing pursuant to Section
      2.3(a),
      Agent
      shall notify the Lenders, not later than 1:00 p.m. (California time) on the
      Business Day immediately preceding the Funding Date applicable thereto, by
      telecopy, telephone, or other similar form of transmission, of the requested
      Borrowing. Each Lender shall make the amount of such Lender's Pro Rata Share
      of
      the requested Borrowing available to Agent in immediately available funds,
      to
      Agent's Account, not later than 10:00 a.m. (California time) on the Funding
      Date
      applicable thereto. After Agent's receipt of the proceeds of such Advances,
      Agent shall make the proceeds thereof available to Administrative Borrower
      on
      the applicable Funding Date by transferring immediately available funds equal
      to
      such proceeds received by Agent to Administrative Borrower's Designated Account;
      provided,
      however,
      that,
      subject to the provisions of Section
      2.3(d)(ii),
      Agent
      shall not request any Lender to make, and no Lender shall have the obligation
      to
      make, any Advance if Agent shall have actual knowledge that (1) one or more
      of
      the applicable conditions precedent set forth in Section
      3
      will not
      be satisfied on the requested Funding Date for the applicable Borrowing unless
      such condition has been waived, or (2) the requested Borrowing would exceed
      the
      Availability on such Funding Date.

     

    (ii) Unless
      Agent receives notice from a Lender prior to 9:00 a.m. (California time) on
      the
      date of a Borrowing, that such Lender will not make available as and when
      required hereunder to Agent for the account of Borrowers the amount of that
      Lender's Pro Rata Share of the Borrowing, Agent may assume that each Lender
      has
      made or will make such amount available to Agent in immediately available funds
      on the Funding Date and Agent may (but shall not be so required), in reliance
      upon such assumption, make available to Borrowers on such date a corresponding
      amount. If and to the extent any Lender shall not have made its full amount
      available to Agent in immediately available funds and Agent in such
      circumstances has made available to Borrowers such amount, that Lender shall
      on
      the Business Day following such Funding Date make such amount available to
      Agent, together with interest at the Defaulting Lender Rate for each day during
      such period. A notice submitted by Agent to any Lender with respect to amounts
      owing under this subsection shall be conclusive, absent manifest error. If
      such
      amount is so made available, such payment to Agent shall constitute such
      Lender's Advance on the date of Borrowing for all purposes of this Agreement.
      If
      such amount is not made available to Agent on the Business Day following the
      Funding Date, Agent will notify Administrative Borrower of such failure to
      fund
      and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent's
      account, together with interest thereon for each day elapsed since the date
      of
      such Borrowing, at a rate per annum equal to the interest rate applicable at
      the
      time to the Advances composing such Borrowing. The failure of any Lender to
      make
      any Advance on any Funding Date shall not relieve any other Lender of any
      obligation hereunder to make an Advance on such Funding Date, but no Lender
      shall be responsible for the failure of any other Lender to make the Advance
      to
      be made by such other Lender on any Funding Date. 

     

    
      
        
        

      

      
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    (iii) Agent
      shall not be obligated to transfer to a Defaulting Lender any payments made
      by
      Loan Parties to Agent for the Defaulting Lender's benefit, and, in the absence
      of such transfer to the Defaulting Lender, Agent shall transfer any such
      payments to each other non-Defaulting Lender member of the Lender Group ratably
      in accordance with their Commitments (but only to the extent that such
      Defaulting Lender's Advance was funded by the other members of the Lender Group)
      or, if so directed by Administrative Borrower and if no Default or Event of
      Default had occurred and is continuing (and to the extent such Defaulting
      Lender's Advance was not funded by the Lender Group), retain same to be
      re-advanced to Borrowers as if such Defaulting Lender had made Advances to
      Borrowers. Subject to the foregoing, Agent may hold and, in its Permitted
      Discretion, re-lend to Borrowers for the account of such Defaulting Lender
      the
      amount of all such payments received and retained by Agent for the account
      of
      such Defaulting Lender. Solely for the purposes of voting or consenting to
      matters with respect to the Loan Documents, such Defaulting Lender shall be
      deemed not to be a "Lender" and such Lender's Commitment shall be deemed to
      be
      zero. This Section shall remain effective with respect to such Lender until
      (x)
      the Obligations under this Agreement shall have been declared or shall have
      become immediately due and payable, (y) the non-Defaulting Lenders, Agent,
      and
      Administrative Borrower shall have waived such Defaulting Lender's default
      in
      writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable
      Advance and pays to Agent all amounts owing by Defaulting Lender in respect
      thereof. The operation of this Section shall not be construed to increase or
      otherwise affect the Commitment of any Lender, to relieve or excuse the
      performance by such Defaulting Lender or any other Lender of its duties and
      obligations hereunder, or to relieve or excuse the performance by Loan Parties
      of their duties and obligations hereunder to Agent or to the Lenders other
      than
      such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall
      constitute a material breach by such Defaulting Lender of this Agreement and
      shall entitle Administrative Borrower at its option, upon written notice to
      Agent, to arrange for a substitute Lender to assume the Commitment of such
      Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent.
      In connection with the arrangement of such a substitute Lender, the Defaulting
      Lender shall have no right to refuse to be replaced hereunder, and agrees to
      execute and deliver a completed form of Assignment and Acceptance in favor
      of
      the substitute Lender (and agrees that it shall be deemed to have executed
      and
      delivered such document if it fails to do so) subject only to being repaid
      its
      share of the outstanding Obligations (other than Bank Product Obligations,
      but
      including an assumption of its Pro Rata Share of the Risk Participation
      Liability) without any premium or penalty of any kind whatsoever; provided
      however, that any such assumption of the Commitment of such Defaulting Lender
      shall not be deemed to constitute a waiver of any of the Lender Groups' or
      Borrowers' rights or remedies against any such Defaulting Lender arising out
      of
      or in relation to such failure to fund.

     

    (d) Protective
      Advances and Optional Overadvances.

     

    (i) Agent
      hereby is authorized by Loan Parties and the Lenders, from time to time in
      Agent's sole and reasonable discretion, (A) after the occurrence and during
      the
      continuance of a Default or an Event of Default, or (B) at any time that any
      of
      the other applicable conditions precedent set forth in Section
      3
      are not
      satisfied, to make Advances to Borrowers on behalf of the Lenders that Agent,
      in
      its Permitted Discretion deems necessary or desirable (1) to preserve or protect
      the Collateral, or any portion thereof, (2) to enhance the likelihood of
      repayment of the Obligations (other than the Bank Product Obligations), or
      (3)
      to pay any other amount chargeable to Loan Parties pursuant to the terms of
      this
      Agreement, including Lender Group Expenses and the costs, fees, and expenses
      described in Section
      9
      (any of
      the Advances described in this Section
      2.3(d)(i)
      shall be
      referred to as "Protective
      Advances").

     

    
      
        
        

      

      
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    (ii) Any
      contrary provision of this Agreement notwithstanding, the Lenders hereby
      authorize Agent or Swing Lender, as applicable, and either Agent or Swing
      Lender, as applicable, may, but is not obligated to, knowingly and
      intentionally, continue to make Advances (including Swing Loans) to Borrowers
      notwithstanding that an Overadvance exists or thereby would be created, so
      long
      as (A) after giving effect to such Advances, the outstanding Revolver Usage
      does
      not exceed the Borrowing Base (if applicable) by more than $10,000,000, and
      (B)
      after giving effect to such Advances, the outstanding Revolver Usage (except
      for
      and excluding amounts charged to the Loan Account for interest, fees, or Lender
      Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent
      obtains actual knowledge that the Revolver Usage exceeds the amounts permitted
      by the immediately foregoing provisions, regardless of the amount of, or reason
      for, such excess, Agent shall notify the Lenders as soon as practicable (and
      prior to making any (or any additional) intentional Overadvances (except for
      and
      excluding amounts charged to the Loan Account for interest, fees, or Lender
      Group Expenses) unless Agent determines that prior notice would result in
      imminent harm to the Collateral or its value), and the Lenders with Revolver
      Commitments thereupon shall, together with Agent, jointly determine the terms
      of
      arrangements that shall be implemented with Borrowers intended to reduce, within
      a reasonable time, the outstanding principal amount of the Advances to Borrowers
      to an amount permitted by the preceding sentence. In such circumstances, if
      any
      Lender with a Revolver Commitment objects to the proposed terms of reduction
      or
      repayment of any Overadvance, the terms of reduction or repayment thereof shall
      be implemented according to the determination of the Required Lenders. Each
      Lender with a Revolver Commitment shall be obligated to settle with Agent as
      provided in Section
      2.3(e)
      for the
      amount of such Lender's Pro Rata Share of any unintentional Overadvances by
      Agent reported to such Lender, any intentional Overadvances made as permitted
      under this Section
      2.3(d)(ii),
      and any
      Overadvances resulting from the charging to the Loan Account of interest, fees,
      or Lender Group Expenses.

     

    (iii) Each
      Protective Advance and each Overadvance shall be deemed to be an Advance
      hereunder, except that no Protective Advance or Overadvance shall be eligible
      to
      be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the
      Protective Advances shall be payable to Agent solely for its own account. The
      Protective Advances and Overadvances shall be repayable on demand, secured
      by
      the Agent's Liens, constitute Obligations hereunder, and bear interest at the
      rate applicable from time to time to Advances that are Base Rate Loans. The
      provisions of this Section
      2.3(d)
      are for
      the exclusive benefit of Agent, Swing Lender, and the Lenders and are not
      intended to benefit any Borrower in any way. 

     

    (e) Settlement.
      It
      is
      agreed that each Lender's funded portion of the Advances is intended by the
      Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding
      Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other
      Lenders agree (which agreement shall not be for the benefit of any Borrower)
      that in order to facilitate the administration of this Agreement and the other
      Loan Documents, settlement among the Lenders as to the Advances, the Swing
      Loans, and the Protective Advances shall take place on a periodic basis in
      accordance with the following provisions:

     

    (i) Agent
      shall request settlement ("Settlement")
      with
      the Lenders on a weekly basis, or on a more frequent basis if so determined
      by
      Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing
      Loans, (2) for itself, with respect to the outstanding Protective Advances,
      and
      (3) with respect to Loan Parties' or their Subsidiaries' Collections or payments
      received, as to each by notifying the Lenders by telecopy, telephone, or other
      similar form of transmission, of such requested Settlement, no later than 2:00
      p.m. (California time) on the Business Day immediately prior to the date of
      such
      requested Settlement (the date of such requested Settlement being the
      "Settlement
      Date").
      Such
      notice of a Settlement Date shall include a summary statement of the amount
      of
      outstanding Advances, Swing Loans, and Protective Advances for the period since
      the prior Settlement Date. Subject to the terms and conditions contained herein
      (including Section
      2.3(c)(iii)):
      (y) if
      a Lender's balance of the Advances (including Swing Loans and Protective
      Advances) exceeds such Lender's Pro Rata Share of the Advances (including Swing
      Loans and Protective Advances) as of a Settlement Date, then Agent shall, by
      no
      later than 12:00 p.m. (California time) on the Settlement Date, transfer in
      immediately available funds to a Deposit Account of such Lender (as such Lender
      may designate), an amount such that each such Lender shall, upon receipt of
      such
      amount, have as of the Settlement Date, its Pro Rata Share of the Advances
      (including Swing Loans and Protective Advances), and (z) if a Lender's balance
      of the Advances (including Swing Loans and Protective Advances) is less than
      such Lender's Pro Rata Share of the Advances (including Swing Loans and
      Protective Advances) as of a Settlement Date, such Lender shall no later than
      12:00 p.m. (California time) on the Settlement Date transfer in immediately
      available funds to the Agent's Account, an amount such that each such Lender
      shall, upon transfer of such amount, have as of the Settlement Date, its Pro
      Rata Share of the Advances (including Swing Loans and Protective Advances).
      Such
      amounts made available to Agent under clause (z) of the immediately preceding
      sentence shall be applied against the amounts of the applicable Swing Loans
      or
      Protective Advances and, together with the portion of such Swing Loans or
      Protective Advances representing Swing Lender's Pro Rata Share thereof, shall
      constitute Advances of such Lenders. If any such amount is not made available
      to
      Agent by any Lender on the Settlement Date applicable thereto to the extent
      required by the terms hereof, Agent shall be entitled to recover for its account
      such amount on demand from such Lender together with interest thereon at the
      Defaulting Lender Rate.

     

    
      
        
        

      

      
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    (ii) In
      determining whether a Lender's balance of the Advances, Swing Loans, and
      Protective Advances is less than, equal to, or greater than such Lender's Pro
      Rata Share of the Advances, Swing Loans, and Protective Advances as of a
      Settlement Date, Agent shall, as part of the relevant Settlement, apply to
      such
      balance the portion of payments actually received in good funds by Agent with
      respect to principal, interest, fees payable by Loan Parties and allocable
      to
      the Lenders hereunder, and proceeds of Collateral. To the extent that a net
      amount is owed to any such Lender after such application, such net amount shall
      be distributed by Agent to that Lender as part of such next
      Settlement.

     

    (iii) Between
      Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are
      outstanding, may pay over to Agent or Swing Lender, as applicable, any
      Collections or payments received by Agent, that in accordance with the terms
      of
      this Agreement would be applied to the reduction of the Advances, for
      application to the Protective Advances or Swing Loans. Between Settlement Dates,
      Agent, to the extent no Protective Advances or Swing Loans are outstanding,
      may
      pay over to Swing Lender any payments received by Agent, that in accordance
      with
      the terms of this Agreement would be applied to the reduction of the Advances,
      for application to Swing Lender's Pro Rata Share of the Advances. If, as of
      any
      Settlement Date, Collections or payments of Borrowers or their Subsidiaries
      received since the then immediately preceding Settlement Date have been applied
      to Swing Lender's Pro Rata Share of the Advances other than to Swing Loans,
      as
      provided for in the previous sentence, Swing Lender shall pay to Agent for
      the
      accounts of the Lenders, and Agent shall pay to the Lenders, to be applied
      to
      the outstanding Advances of such Lenders, an amount such that each Lender shall,
      upon receipt of such amount, have, as of such Settlement Date, its Pro Rata
      Share of the Advances. During the period between Settlement Dates, Swing Lender
      with respect to Swing Loans, Agent with respect to Protective Advances, and
      each
      Lender (subject to the effect of agreements between Agent and individual
      Lenders) with respect to the Advances other than Swing Loans and Protective
      Advances, shall be entitled to interest at the applicable rate or rates payable
      under this Agreement on the daily amount of funds employed by Swing Lender,
      Agent, or the Lenders, as applicable.

     

    (f) Notation.
      Agent
      shall record on its books the principal amount of the Advances owing to each
      Lender, including the Swing Loans owing to Swing Lender, and Protective Advances
      owing to Agent, and the interests therein of each Lender, from time to time
      and
      such records shall, absent manifest error, conclusively be presumed to be
      correct and accurate. 

     

    (g) Lenders'
      Failure to Perform. All
      Advances (other than Swing Loans and Protective Advances) shall be made by
      the
      Lenders contemporaneously and in accordance with their Pro Rata Shares. It
      is
      understood that (i) no Lender shall be responsible for any failure by any other
      Lender to perform its obligation to make any Advance (or other extension of
      credit) hereunder, nor shall any Commitment of any Lender be increased or
      decreased as a result of any failure by any other Lender to perform its
      obligations hereunder, and (ii) no failure by any Lender to perform its
      obligations hereunder shall excuse any other Lender from its obligations
      hereunder.

     

    
      
        
        

      

      
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    2.4 Payments.

     

    (a) Payments
      by Borrowers.

     

    (i) Except
      as
      otherwise expressly provided herein, all payments by Loan Parties shall be
      made
      to Agent's Account for the account of the Lender Group and shall be made in
      immediately available funds, no later than 11:00 a.m. (California time) on
      the
      date specified herein. Any payment received by Agent later than 11:00 a.m.
      (California time), shall be deemed to have been received on the following
      Business Day and any applicable interest or fee shall continue to accrue until
      such following Business Day.

     

    (ii) Unless
      Agent receives notice from Administrative Borrower prior to the date on which
      any payment is due to the Lenders that Borrowers will not make such payment
      in
      full as and when required, Agent may assume that Borrowers have made (or will
      make) such payment in full to Agent on such date in immediately available funds
      and Agent may (but shall not be so required), in reliance upon such assumption,
      distribute to each Lender on such due date an amount equal to the amount then
      due such Lender. If and to the extent Borrowers do not make such payment in
      full
      to Agent on the date when due, each Lender severally shall repay to Agent on
      demand such amount distributed to such Lender, together with interest thereon
      at
      the Defaulting Lender Rate for each day from the date such amount is distributed
      to such Lender until the date repaid.

     

    (b) Apportionment
      and Application.

     

    (i) So
      long
      as no Application Event has occurred and is continuing and except as otherwise
      provided with respect to Defaulting Lenders, all principal and interest payments
      shall be apportioned ratably among the Lenders (according to the unpaid
      principal balance of the Obligations to which such payments relate held by
      each
      Lender) and all payments of fees and expenses (other than fees or expenses
      that
      are for Agent's separate account) shall be apportioned ratably among the Lenders
      having a Pro Rata Share of the type of Commitment or Obligation to which a
      particular fee or expense relates. Except as otherwise specifically provided
      in
      Section 2.4(b)(iv) hereof or in Section 2.4(d) hereof, all payments to be made
      hereunder by Loan Parties shall be remitted to Agent and all (subject to Section
      2.4(b)(iv) hereof) such payments, and all proceeds of Collateral received by
      Agent, shall be applied, so long as no Application Event has occurred and is
      continuing, to reduce the balance of the Advances outstanding and, thereafter,
      to Borrowers (to be wired to the Designated Account) or such other Person
      entitled thereto under Applicable Law.

     

    (ii) 
      At any
      time that an Application Event has occurred and is continuing and except as
      otherwise provided with respect to Defaulting Lenders, all payments remitted
      to
      Agent and all proceeds of Collateral received by Agent shall be applied as
      follows:

     

    (A) first,
      to pay
      any Lender Group Expenses (including cost or expense reimbursements) or
      indemnities then due to Agent under the Loan Documents, until paid in
      full,

     

    (B) second,
      to pay
      any fees then due to Agent under the Loan Documents until paid in
      full,

     

    (C) third,
      to pay
      interest due in respect of all Protective Advances until paid in
      full,

     

    (D) fourth,
      to pay
      the principal of all Protective Advances until paid in full, 

     

    
      
        
        

      

      
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    (E) fifth,
      ratably
      to pay any Lender Group Expenses (including reasonable cost or expense
      reimbursements) or indemnities then due to any of the Lenders under the Loan
      Documents, until paid in full,

     

    (F) sixth,
      ratably
      to pay any fees then due to any of the Lenders under the Loan Documents until
      paid in full,

     

    (G) seventh,
      ratably
      to pay interest due in respect of the Advances (other than Protective Advances),
      and the Swing Loans, until paid in full,

     

    (H) eighth,
      ratably
      (i) to pay the principal of all Swing Loans until paid in full, (ii) to pay
      the
      principal of all Advances until paid in full, (iii) to Agent, to be held by
      Agent, for the ratable benefit of Issuing Lender and those Lenders having a
      Revolver Commitment, as cash collateral in an amount up to 105% of the Letter
      of
      Credit Usage, and (iv) to Agent, to be held by Agent, for the benefit of the
      Bank Product Providers, as cash collateral in an amount up to the amount of
      the
      Bank Product Reserve established prior to the occurrence of, and not in
      contemplation of, the subject Application Event, 

     

    (I) ninth,
      to pay
      any other Obligations (including the provision of amounts to Agent, to be held
      by Agent, for the benefit of the Bank Product Providers, as cash collateral
      in
      an amount up to the amount determined by Agent in its Permitted Discretion
      as
      the amount necessary to secure Borrowers' and their Subsidiaries' obligations
      in
      respect of Bank Products), and 

     

    (J) tenth,
      to
      Borrowers (to be wired to the Designated Account) or such other Person entitled
      thereto under Applicable Law.

     

    (iii) Agent
      promptly shall distribute to each Lender, pursuant to the applicable wire
      instructions received from each Lender in writing, such funds as it may be
      entitled to receive, subject to a Settlement delay as provided in Section
      2.3(e).

     

    (iv) In
      each
      instance, so long as no Application Event has occurred and is continuing,
Section
      2.4(b)(i)
      shall
      not apply to any payment made by any Loan Party to Agent and specified by such
      Loan Party to be for the payment of specific Obligations then due and payable
      (or prepayable) under any provision of this Agreement.

     

    (v) For
      purposes of foregoing, "paid in full" means payment of all amounts owing under
      the Loan Documents according to the terms thereof, including loan fees, service
      fees, professional fees, interest (and specifically including interest accrued
      after the commencement of any Insolvency Proceeding), default interest, interest
      on interest, and expense reimbursements, whether or not any of the foregoing
      would be or is allowed or disallowed in whole or in part in any Insolvency
      Proceeding.

     

    (vi) In
      the
      event of a direct conflict between the priority provisions of this Section
      2.4
      and any
      other provision contained in any other Loan Document, it is the intention of
      the
      parties hereto that such provisions be read together and construed, to the
      fullest extent possible, to be in concert with each other. In the event of
      any
      actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms
      and provisions of this Section
      2.4
      shall
      control and govern.

     

    (c) Mandatory
      Prepayments. 

     

    (i) If
      at any
      time the sum of the aggregate amount of the outstanding Advances and the
      outstanding Letter of Credit Usage exceeds the lesser of (x) the Borrowing
      Base
      and (y) the Maximum Revolver Amount, Borrowers shall prepay the Obligations
      in
      an amount equal to such excess which prepayments shall be applied in the manner
      set forth in Section 2.4(d). 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Immediately
      upon the receipt by Parent or any of its Subsidiaries of the proceeds of any
      voluntary or involuntary sale or disposition by Parent or any of its
      Subsidiaries of property or assets (including casualty losses or condemnations
      but excluding sales or dispositions which qualify as Permitted Dispositions
      under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of
      Permitted Dispositions), Borrowers shall prepay the outstanding principal amount
      of the Obligations in accordance with Section
      2.4(d) in
      an
      amount equal to 100% of the Net Cash Proceeds (including condemnation awards
      and
      payments in lieu thereof) received by such Person in connection with such sales
      or dispositions. Nothing contained in this Section
      2.4(c)(ii)
      shall
      permit Loan Parties or any of their Subsidiaries to sell or otherwise dispose
      of
      any property or assets other than in accordance with Section
      6.4.

     

    (iii) Anything
      to the contrary notwithstanding, so long as no Triggering Event has occurred
      and
      is continuing, the mandatory prepayment set forth in Section
      2.4(c)(ii)
      will not
      be required.

     

    (d) Application
      of Payments. 

     

    (i) Each
      prepayment pursuant to Section 2.4(c) shall,
      (A) so long as no Application Event shall have occurred and be continuing,
      be applied, first,
      to the
      outstanding principal amount of the Advances until paid in full, and
second,
      to cash
      collateralize the Letters of Credit in an amount equal to 105% of the then
      extant Letter of Credit Usage, and (B) if an Application Event shall have
      occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii).
      

     

    2.5 Overadvances.
      If,
      at
      any time or for any reason, the amount of Obligations owed by Borrowers to
      the
      Lender Group pursuant to Section
      2.1
      or
Section
      2.12
      is
      greater than any of the limitations set forth in Section
      2.1
      or
Section
      2.12,
      as
      applicable (an "Overadvance"),
      Borrowers immediately shall pay to Agent, in cash, the amount of such excess,
      which amount shall be used by Agent to reduce the Obligations in accordance
      with
      the priorities set forth in Section
      2.4(b).
      Borrowers promise to pay the Obligations (including principal, interest, fees,
      costs, and expenses) in Dollars in full on the Maturity
      Date or, if earlier, on the date on which the Obligations are declared due
      and
      payable pursuant to the terms of this Agreement.

     

    2.6 Interest
      Rates and Letter of Credit Fee: Rates, Payments, and
      Calculations.

     

    (a) Interest
      Rates. Except
      as
      provided in Section
      2.6(c),
      all
      Obligations (except for undrawn Letters of Credit and except for Bank Product
      Obligations) that have been charged to the Loan Account pursuant to the terms
      hereof shall bear interest on the Daily Balance thereof as follows (i) if the
      relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the
      LIBOR
      Rate plus the Applicable Margin, (ii) if the relevant Obligation is an Advance
      that is a Base Rate Loan, at a per annum rate equal to the Base Rate plus the
      Applicable Margin, and (iii) otherwise, at a per annum rate equal to the Base
      Rate plus the Applicable Margin.

     

    (b) Letter
      of Credit Fee. Borrowers
      shall pay Agent (for the ratable benefit of the Lenders with a Revolver
      Commitment, subject to any agreements between Agent and individual Lenders),
      a
      Letter of Credit fee (in addition to the charges, commissions, fees, and costs
      set forth in Section
      2.12(e))
      which
      shall accrue at a rate equal to the Applicable Margin in respect of LIBOR Rate
      Loans times the Daily Balance of the undrawn amount of all outstanding Letters
      of Credit.

     

    (c) Default
      Rate. Upon
      the
      occurrence and during the continuation of an Event of Default (and at the
      election of Agent or the Required Lenders),

     

    (i) all
      Obligations (except for undrawn Letters of Credit and except for Bank Product
      Obligations) whether or not charged to the Loan Account pursuant to the terms
      hereof shall bear interest on the Daily Balance thereof at a per annum rate
      equal to 2 percentage points above the per annum rate otherwise applicable
      hereunder, and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (ii) the
      Letter of Credit fee provided for in Section
      2.6(b)
      shall be
      increased to 2 percentage points above the per annum rate otherwise applicable
      hereunder.

     

    (d) Payment.
      Except
      as
      provided to the contrary in Section
      2.11
      or
Section
      2.13(a),
      interest, Letter of Credit fees, and all other fees payable hereunder shall
      be
      due and payable, in arrears, on the first day of each month at any time that
      Obligations or Commitments are outstanding. All Lender Group Expenses (as and
      when incurred) shall be due and payable 7 Business Days after written notice
      of
      such Lender Group Expenses is delivered by facsimile, overnight courier,
      electronic mail or personally to Borrowers. Borrowers hereby authorize Agent,
      from time to time, without prior notice to Borrowers, to charge all interest
      and
      fees (when due and payable), all Lender Group Expenses (as and when incurred),
      all charges, commissions, fees, and costs provided for in Section
      2.12(e)
      (as and
      when accrued or incurred), all fees and costs provided for in Section 2.11
      (as and
      when accrued or incurred), and all other payments as and when due and payable
      under any Loan Document (including any amounts due and payable to the Bank
      Product Providers in respect of Bank Products up to the amount of the Bank
      Product Reserve) to Borrowers' Loan Account, which amounts thereafter shall
      constitute Advances hereunder and shall accrue interest at the rate then
      applicable to Advances that are Base Rate Loans; provided,
      that,
      for the avoidance of doubt, Lender Group Expenses shall not be charged to
      Borrowers' Loan Account until the 7 Business Days' notice described above is
      delivered to Administrative Borrower and such 7 Business Day period has expired.
      Any interest not paid when due shall be compounded by being charged to the
      Loan
      Account and shall thereafter constitute Advances hereunder and shall accrue
      interest at the rate then applicable to Advances that are Base Rate
      Loans.

     

    (e) Computation.
      All
      interest and fees chargeable under the Loan Documents shall be computed on
      the
      basis of a 360 day year for the actual number of days elapsed. In the event
      the
      Base Rate is changed from time to time hereafter, the rates of interest
      hereunder based upon the Base Rate automatically and immediately shall be
      increased or decreased by an amount equal to such change in the Base Rate.
      

     

    (f) Intent
      to Limit Charges to Maximum Lawful Rate. In
      no
      event shall the interest rate or rates payable under this Agreement, plus any
      other amounts paid in connection herewith, exceed the highest rate permissible
      under any Law that a court of competent jurisdiction shall, in a final
      determination, deem applicable. Borrowers and the Lender Group, in executing
      and
      delivering this Agreement, intend legally to agree upon the rate or rates of
      interest and manner of payment stated within it; provided,
      however,
      that,
      anything contained herein to the contrary notwithstanding, if said rate or
      rates
      of interest or manner of payment exceeds the maximum allowable under Applicable
      Law, then, ipso
      facto,
      as of
      the date of this Agreement, Borrowers are and shall be liable only for the
      payment of such maximum as allowed by Law, and payment received from Borrowers
      in excess of such legal maximum, whenever received, shall be applied to reduce
      the principal balance of the Obligations to the extent of such
      excess.

     

    2.7 Cash
      Management.

     

    (a) Loan
      Parties shall and shall cause each of their Subsidiaries to (i) establish and
      maintain cash management services of a type and on terms reasonably satisfactory
      to Agent at one or more of the banks set forth on Schedule
      2.7(a)
      (each a
      "Cash
      Management Bank"),
      and
      shall request in writing and otherwise take such reasonable steps to ensure
      that
      all of their and their Subsidiaries' Account Debtors forward payment of the
      amounts owed by them directly to such Cash Management Bank, and (ii) deposit
      or
      cause to be deposited promptly, and in any event no later than the second
      Business Day after the date of receipt thereof, all of their Collections, other
      than amounts not exceeding at anytime $150,000 for any individual account and
      $1,500,000 in the aggregate for all such accounts (including those sent directly
      by their Account Debtors to Loan Parties or their Subsidiaries) into a bank
      account in Administrative Borrower's name (a "Cash
      Management Account")
      at one
      of the Cash Management Banks.

     

    (b) Each
      Cash
      Management Bank shall establish and maintain Cash Management Agreements with
      Agent and Loan Parties. Each such Cash Management Agreement shall provide,
      among
      other things, that (i) the Cash Management Bank will comply with any
      instructions originated by Agent directing the disposition of the funds in
      such
      Cash Management Account without further consent by Loan Parties or their
      Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of
      setoff or recoupment or any other claim against the applicable Cash Management
      Account, other than for payment of its service fees and other charges directly
      related to the administration of such Cash Management Account and for returned
      checks or other items of payment, and (iii) upon the instruction of the Agent
      (an "Activation
      Instruction"),
      it
      will forward by daily sweep all amounts in the applicable Cash Management
      Account to the Agent's Account. Agent agrees not to issue an Activation
      Instruction with respect to the Cash Management Accounts unless a Triggering
      Event has occurred and is continuing at the time such Activation Instruction
      is
      issued. Agent agrees to promptly deliver to the Cash Management Bank a
      rescission of the Activation Instruction (the "Rescission")
      if:
      (x) the Triggering Event upon which such Activation Instruction was issued
      has
      been waived in writing in accordance with the terms of this Agreement, and
      (y)
      no additional Triggering Event has occurred and is continuing prior to the
      date
      of the Rescission or is reasonably expected to occur on or immediately after
      the
      date of the Rescission. 

     

    
      
        
        

      

      
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    (c) So
      long
      as no Default or Event of Default has occurred and is continuing, Administrative
      Borrower may amend Schedule
      2.7(a)
      to add
      or replace a Cash Management Bank or Cash Management Account; provided,
      however,
      that
      (i) such prospective Cash Management Bank shall be reasonably satisfactory
      to
      Agent, and (ii) prior to the time of the opening of such Cash Management
      Account, a Loan Party (or its Subsidiary, as applicable) and such prospective
      Cash Management Bank shall have executed and delivered to Agent a Cash
      Management Agreement.

     

    (d) Each
      Cash
      Management Account shall be a cash collateral account subject to a Control
      Agreement.

     

    2.8 Crediting
      Payments.
      The
      receipt of any payment item by Agent (whether from transfers to Agent by the
      Cash Management Banks pursuant to the Cash Management Agreements or otherwise)
      shall not be considered a payment on account unless such payment item is a
      wire
      transfer of immediately available federal funds made to the Agent's Account
      or
      unless and until such payment item is honored when presented for payment. Should
      any payment item not be honored when presented for payment, then Loan Parties
      shall be deemed not to have made such payment and interest shall be calculated
      accordingly. Anything to the contrary contained herein notwithstanding, any
      payment item shall be deemed received by Agent only if it is received into
      the
      Agent's Account on a Business Day on or before 11:00 a.m. (California time).
      If
      any payment item is received into the Agent's Account on a non-Business Day
      or
      after 11:00 a.m. (California time) on a Business Day, it shall be deemed to
      have
      been received by Agent as of the opening of business on the immediately
      following Business Day.

     

    2.9 Designated
      Account.
      Agent
      is
      authorized to make the Advances, and Issuing Lender is authorized to issue
      the
      Letters of Credit, under this Agreement based upon telephonic or other
      instructions received from anyone purporting to be an Authorized Person or,
      without instructions, if pursuant to Section
      2.6(d).
      Administrative Borrower agrees to establish and maintain the Designated Account
      with the Designated Account Bank for the purpose of receiving the proceeds
      of
      the Advances requested by Borrowers and made by Agent or the Lenders hereunder.
      Unless otherwise agreed by Agent and Administrative Borrower, any Advance,
      Protective Advance, or Swing Loan requested by Borrowers and made by Agent
      or
      the Lenders hereunder shall be made to the Designated Account.

     

    2.10 Maintenance
      of Loan Account; Statements of Obligations.
      Agent
      shall maintain an account on its books in the name of Borrowers (the
      "Loan
      Account")
      on
      which Borrowers will be, subject to Section
      2.6(d),
      charged
      with all Advances (including Protective Advances and Swing Loans) made by Agent,
      Swing Lender, or the Lenders to Borrowers or for Borrowers' account, the Letters
      of Credit issued by Issuing Lender for Borrowers' account, and with all other
      payment Obligations hereunder or under the other Loan Documents (except for
      Bank
      Product Obligations), including, accrued interest, reasonable fees and expenses,
      and Lender Group Expenses. In accordance with Section
      2.8,
      the
      Loan Account will be credited with all payments received by Agent from Borrowers
      or for Borrowers' account, including all amounts received in the Agent's Account
      from any Cash Management Bank. Agent shall render statements regarding the
      outstanding loan balance, cash receipts, Advances made and the collateral
      balance within two (2) Business Days of the last Business Day of each calendar
      week. In addition, Agent shall render statements regarding the Loan Account
      to
      Administrative Borrower, including principal, interest, fees, and including
      an
      itemization of all charges and expenses constituting Lender Group Expenses
      owing, and such statements, absent manifest error, shall be conclusively
      presumed to be correct and accurate and constitute an account stated between
      Borrowers and the Lender Group unless, within 30 days after receipt thereof
      by
      Administrative Borrower, Administrative Borrower shall deliver to Agent written
      objection thereto describing the error or errors contained in any such
      statements.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    2.11 Fees.
      Borrowers
      shall pay to Agent, as and when due and payable under the terms of the Fee
      Letter, the fees set forth in the Fee Letter. 

     

    2.12 Letters
      of Credit.

     

    (a) Subject
      to the terms and conditions of this Agreement, the Issuing Lender agrees to
      issue letters of credit for the account of Borrowers (each, an "L/C")
      or to
      purchase participations or execute indemnities or reimbursement obligations
      (each such undertaking, an "L/C
      Undertaking")
      with
      respect to letters of credit issued by an Underlying Issuer (as of the Closing
      Date, the prospective Underlying Issuer is to be Wells Fargo) for the account
      of
      Borrowers. Each request for the issuance of a Letter of Credit or the amendment,
      renewal, or extension of any outstanding Letter of Credit, shall be made in
      writing by an Authorized Person and delivered to the Issuing Lender and Agent
      via hand delivery, telefacsimile, or other electronic method of transmission
      reasonably in advance of the requested date of issuance, amendment, renewal,
      or
      extension. Each such request shall be in form and substance satisfactory to
      the
      Issuing Lender in its Permitted Discretion and shall specify (i) the amount
      of
      such Letter of Credit, (ii) the date of issuance, amendment, renewal, or
      extension of such Letter of Credit, (iii) the expiration date of such Letter
      of
      Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary
      of the Underlying Letter of Credit, as applicable), and (v) such other
      information (including, in the case of an amendment, renewal, or extension,
      identification of the outstanding Letter of Credit to be so amended, renewed,
      or
      extended) as shall be necessary to prepare, amend, renew, or extend such Letter
      of Credit. If requested by the Issuing Lender, any one of the Borrowers also
      shall be an applicant under the application with respect to any Underlying
      Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing
      Lender shall have no obligation to issue a Letter of Credit if any of the
      following would result after giving effect to the issuance of such requested
      Letter of Credit:

     

    (i) the
      Letter of Credit Usage would exceed the Borrowing Base less
      the
      outstanding amount of Advances, or

     

    (ii) the
      Letter of Credit Usage would exceed $25,000,000, or

     

    (iii) the
      Letter of Credit Usage would exceed the Maximum Revolver Amount less
      the
      outstanding amount of Advances.

     

    Borrowers
      and the Lender Group acknowledge and agree that certain Underlying Letters
      of
      Credit may be issued to support letters of credit that already are outstanding
      as of the Closing Date. Each Letter of Credit (and corresponding Underlying
      Letter of Credit) shall be in form and substance acceptable to the Issuing
      Lender (in the exercise of its Permitted Discretion), including the requirement
      that the amounts payable thereunder must be payable in Dollars. If Issuing
      Lender is obligated to advance funds under a Letter of Credit, Borrowers
      immediately shall reimburse such L/C Disbursement to Issuing Lender by paying
      to
      Agent an amount equal to such L/C Disbursement not later than 11:00 a.m.,
      California time, on the date that such L/C Disbursement is made, if
      Administrative Borrower shall have received written or telephonic notice of
      such
      L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if
      such
      notice has not been received by Administrative Borrower prior to such time
      on
      such date, then not later than 11:00 a.m., California time, on the Business
      Day
      that Administrative Borrower receives such notice, if such notice is received
      prior to 10:00 a.m., California time, on the date of receipt, and, in the
      absence of such reimbursement, the L/C Disbursement immediately and
      automatically shall be deemed to be an Advance hereunder and, initially, shall
      bear interest at the rate then applicable to Advances that are Base Rate Loans.
      To the extent an L/C Disbursement is deemed to be an Advance hereunder,
      Borrowers' obligation to reimburse such L/C Disbursement shall be discharged
      and
      replaced by the resulting Advance. Promptly following receipt by Agent of any
      payment from Borrowers pursuant to this paragraph, Agent shall distribute such
      payment to the Issuing Lender or, to the extent that Lenders have made payments
      pursuant to Section
      2.12(b)
      to
      reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
      their interests may appear.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) Promptly
      following receipt of a notice of L/C Disbursement pursuant to Section
      2.12(a),
      each
      Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any
      Advance deemed made pursuant to the foregoing subsection on the same terms
      and
      conditions as if Borrowers had requested such Advance and Agent shall promptly
      pay to Issuing Lender the amounts so received by it from the Lenders. By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      the amount thereof) and without any further action on the part of the Issuing
      Lender or the Lenders with Revolver Commitments, the Issuing Lender shall be
      deemed to have granted to each Lender with a Revolver Commitment, and each
      Lender with a Revolver Commitment shall be deemed to have purchased, a
      participation in each Letter of Credit, in an amount equal to its Pro Rata
      Share
      of the Risk Participation Liability of such Letter of Credit, and each such
      Lender agrees to pay to Agent, for the account of the Issuing Lender, such
      Lender's Pro Rata Share of any payments made by the Issuing Lender under such
      Letter of Credit. In consideration and in furtherance of the foregoing, each
      Lender with a Revolver Commitment hereby absolutely and unconditionally agrees
      to pay to Agent, for the account of the Issuing Lender, such Lender's Pro Rata
      Share of each L/C Disbursement made by the Issuing Lender and not reimbursed
      by
      Borrowers on the date due as provided in Section
      2.12(a),
      or of
      any reimbursement payment required to be refunded to Borrowers for any reason.
      Each Lender with a Revolver Commitment acknowledges and agrees that its
      obligation to deliver to Agent, for the account of the Issuing Lender, an amount
      equal to its respective Pro Rata Share of each L/C Disbursement made by the
      Issuing Lender pursuant to this Section
      2.12(b)
      shall be
      absolute and unconditional and such remittance shall be made notwithstanding
      the
      occurrence or continuation of an Event of Default or Default or the failure
      to
      satisfy any condition set forth in Section
      3.
      If any
      such Lender fails to make available to Agent the amount of such Lender's Pro
      Rata Share of each L/C Disbursement made by the Issuing Lender in respect of
      such Letter of Credit as provided in this Section, such Lender shall be deemed
      to be a Defaulting Lender and Agent (for the account of the Issuing Lender)
      shall be entitled to recover such amount on demand from such Lender together
      with interest thereon at the Defaulting Lender Rate until paid in
      full.

     

    (c) Each
      Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group
      harmless from any loss, cost, expense, or liability, and reasonable attorneys
      fees incurred by the Lender Group arising out of or in connection with any
      Letter of Credit; provided,
      however,
      that no
      Borrower shall be obligated hereunder to indemnify for any loss, cost, expense,
      or liability to the extent that it is caused by the gross negligence or willful
      misconduct of the Issuing Lender or any other member of the Lender Group. Each
      Borrower agrees to be bound by the Underlying Issuer's regulations and
      interpretations of any Underlying Letter of Credit or by Issuing Lender's
      interpretations of any L/C issued by Issuing Lender to or for such Borrower's
      account, even though this interpretation may be different from such Borrower's
      own, and each Borrower understands and agrees that the Lender Group shall not
      be
      liable for any error, negligence, or mistake, whether of omission or commission,
      in following Borrowers' instructions or those contained in the Letter of Credit
      or any modifications, amendments, or supplements thereto. Each Borrower
      understands that the L/C Undertakings may require Issuing Lender to indemnify
      the Underlying Issuer for certain costs or liabilities arising out of claims
      by
      Borrowers against such Underlying Issuer. Each Borrower hereby agrees to
      indemnify, save, defend, and hold the Lender Group harmless with respect to
      any
      loss, cost, expense (including reasonable attorneys fees), or liability incurred
      by the Lender Group under any L/C Undertaking as a result of the Lender Group's
      indemnification of any Underlying Issuer; provided,
      however,
      that no
      Borrower shall be obligated hereunder to indemnify for any loss, cost, expense,
      or liability to the extent that it is caused by the gross negligence or willful
      misconduct of the Issuing Lender or any other member of the Lender Group. Each
      Borrower hereby acknowledges and agrees that neither the Lender Group nor the
      Issuing Lender shall be responsible for delays, errors, or omissions resulting
      from the malfunction of equipment in connection with any Letter of
      Credit.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (d) Each
      Borrower hereby authorizes and directs any Underlying Issuer to deliver to
      the
      Issuing Lender all instruments, documents, and other writings and property
      received by such Underlying Issuer pursuant to such Underlying Letter of Credit
      and to accept and rely upon the Issuing Lender's instructions with respect
      to
      all matters arising in connection with such Underlying Letter of Credit and
      the
      related application. 

     

    (e) Any
      and
      all issuance customary and reasonable charges, commissions, fees, and costs
      incurred by the Issuing Lender relating to Underlying Letters of Credit shall
      be
      Lender Group Expenses for purposes of this Agreement and immediately shall
      be
      reimbursable by Borrowers to Agent for the account of the Issuing Lender; it
      being acknowledged and agreed by each Borrower that, as of the Closing Date,
      the
      issuance charge imposed by the prospective Underlying Issuer is .825% per annum
      times the undrawn amount of each Underlying Letter of Credit, that such issuance
      charge may be changed from time to time, and that the Underlying Issuer also
      imposes a schedule of charges for amendments, extensions, drawings, and
      renewals.

     

    (f) If
      by
      reason of (i) any change after the Closing Date in any Applicable Law, treaty,
      rule, or regulation or any change in the interpretation or application thereof
      by any Governmental Authority, or (ii) compliance by the Underlying Issuer
      or
      the Lender Group with any direction, request, or requirement (irrespective
      of
      whether having the force of Law) of any Governmental Authority or monetary
      authority including, Regulation D of the Federal Reserve Board as from time
      to
      time in effect (and any successor thereto):

     

    (i) any
      reserve, deposit, or similar requirement is or shall be imposed or modified
      in
      respect of any Letter of Credit issued hereunder, or

     

    (ii) there
      shall be imposed on the Underlying Issuer or the Lender Group any other
      condition regarding any Underlying Letter of Credit or any Letter of Credit
      issued pursuant hereto;

     

    and
      the
      result of the foregoing is to increase, directly or indirectly, the cost to
      the
      Lender Group of issuing, making, guaranteeing, or maintaining any Letter of
      Credit or to reduce the amount receivable in respect thereof by the Lender
      Group, then, and in any such case, Agent may, at any time within a reasonable
      period after the additional cost is incurred or the amount received is reduced,
      notify Administrative Borrower, and Borrowers shall pay on demand such amounts
      as Agent may specify to be necessary to compensate the Lender Group for such
      additional cost or reduced receipt, together with interest on such amount from
      the date of such demand until payment in full thereof at the rate then
      applicable to Base Rate Loans hereunder. The determination by Agent of any
      amount due pursuant to this Section, as set forth in a certificate setting
      forth
      the calculation thereof in reasonable detail, shall, in the absence of manifest
      or demonstrable error, be final and conclusive and binding on all of the parties
      hereto.

     

    2.13 LIBOR
      Option.

     

    (a) Interest
      and Interest Payment Dates. In
      lieu
      of having interest charged at the rate based upon the Base Rate, Borrowers
      shall
      have the option (the "LIBOR
      Option")
      to
      have interest on all or a portion of the Advances be charged (whether at the
      time when made (unless otherwise provided herein), upon conversion from a Base
      Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as
      a
      LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest
      on
      LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the
      Interest Period applicable thereto (provided,
      however,
      that,
      subject to the following clauses (ii) and (iii), in the case of any Interest
      Period greater than 3 months in duration, interest shall be payable at 3 month
      intervals after the commencement of the applicable Interest Period and on the
      last day of such Interest Period), (ii) the date on which all or any portion
      of
      the Obligations are accelerated pursuant to the terms hereof, or (iii) the
      date
      on which this Agreement is terminated pursuant to the terms hereof. On the
      last
      day of each applicable Interest Period, unless Administrative Borrower properly
      has exercised the LIBOR Option with respect thereto, the interest rate
      applicable to such LIBOR Rate Loan automatically shall convert to the rate
      of
interest then applicable to Base Rate Loans of the same type hereunder. At
      any
      time that an Event of Default has occurred and is continuing, Borrowers no
      longer shall have the option to request that Advances bear interest at a rate
      based upon the LIBOR Rate.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b) LIBOR
      Election.

     

    (i) Administrative
      Borrower may, at any time and from time to time, so long as no Event of Default
      has occurred and is continuing, elect to exercise the LIBOR Option by notifying
      Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior
      to
      the commencement of the proposed Interest Period (the "LIBOR
      Deadline").
      Notice of Administrative Borrower's election of the LIBOR Option for a permitted
      portion of the Advances and an Interest Period pursuant to this Section shall
      be
      made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR
      Deadline, or by telephonic notice received by Agent before the LIBOR Deadline
      (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior
      to 5:00 p.m. (California time) on the same day). Promptly upon its receipt
      of
      each such LIBOR Notice, Agent shall provide a copy thereof to each of the
      affected Lenders.

     

    (ii) Each
      LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with
      each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent
      and
      the Lenders harmless against any actual loss, cost, or expense incurred by
      Agent
      or any Lender as a result of (A) the payment of any principal of any LIBOR
      Rate
      Loan other than on the last day of an Interest Period applicable thereto
      (including as a result of an Event of Default), (B) the conversion of any LIBOR
      Rate Loan other than on the last day of the Interest Period applicable thereto,
      or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan
      on
      the date specified in any LIBOR Notice delivered pursuant hereto (such actual
      losses, costs, or expenses, "Funding
      Losses").
      A
      certificate of Agent or a Lender delivered to Administrative Borrower setting
      forth any amount or amounts that Agent or such Lender is entitled to receive
      pursuant to this Section
      2.13
      shall be
      conclusive absent manifest error.

     

    (iii) Borrowers
      shall have not more than 10
      LIBOR
      Rate Loans in effect at any given time. Borrowers only may exercise the LIBOR
      Option for LIBOR Rate Loans of at least $500,000.
      

     

    (iv) Notwithstanding
      Section
      2.13(b)(ii),
      Agent
      will use reasonably efforts to minimize or reduce any such loss or expense
      resulting from the mandatory prepayments required by Section
      2.4(c)
      of this
      Agreement by applying all payments and prepayments to Base Rate Loans prior
      to
      any application of payments to LIBOR Rate Loans; provided,
      that
      nothing in this Section
      2.13(b)(iv)
      shall
      affect the order of application of payments set forth in Sections
      2.4(b)
      and
(d)
      as
      applicable.

     

    (c) Conversion.
      Borrowers
      may convert LIBOR Rate Loans to Base Rate Loans at any time; provided,
      however,
      that in
      the event that LIBOR Rate Loans are converted or prepaid on any date that is
      not
      the last day of the Interest Period applicable thereto, including as a result
      of
      any automatic prepayment through the required application by Agent of proceeds
      of Loan Parties' and their Subsidiaries' Collections in accordance with
Section
      2.4(b)
      or for
      any other reason, including early termination of the term of this Agreement
      or
      acceleration of all or any portion of the Obligations pursuant to the terms
      hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders
      and their Participants harmless against any and all Funding Losses in accordance
      with Section
      2.13 (b)(ii)
      above.

     

    (d) Special
      Provisions Applicable to LIBOR Rate.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (i) The
      LIBOR
      Rate may be adjusted by Agent with respect to any Lender on a prospective basis
      to take into account any additional or increased costs to such Lender of
      maintaining or obtaining any eurodollar deposits or increased costs, in each
      case, due to changes in Applicable Law occurring subsequent to the commencement
      of the then applicable Interest Period, and changes in the reserve requirements
      imposed by the Board of Governors of the Federal Reserve System (or any
      successor), excluding the Reserve Percentage, which additional or increased
      costs would increase the cost of funding or maintaining loans bearing interest
      at the LIBOR Rate. In any such event, the affected Lender shall give
      Administrative Borrower and Agent notice of such a determination and adjustment
      and Agent promptly shall transmit the notice to each other Lender and, upon
      its
      receipt of the notice from the affected Lender, Administrative Borrower may,
      by
      notice to such affected Lender (y) require such Lender to furnish to
      Administrative Borrower a statement setting forth the basis for adjusting such
      LIBOR Rate and the method for determining the amount of such adjustment, or
      (z) repay the LIBOR Rate Loans with respect to which such adjustment is
      made (together with any amounts due under Section
      2.13(b)(ii)).

     

    (ii) In
      the
      event that any change in market conditions or any Law, regulation, treaty,
      or
      directive, or any change therein or in the interpretation of application
      thereof, shall at any time after the date hereof, in the reasonable opinion
      of
      any Lender, make it unlawful or impractical for such Lender to fund or maintain
      LIBOR Rate Loans or to continue such funding or maintaining, or to determine
      or
      charge interest rates at the LIBOR Rate, such Lender shall give notice of such
      changed circumstances to Agent and Administrative Borrower and Agent promptly
      shall transmit the notice to each other Lender and (y) in the case of any LIBOR
      Rate Loans of such Lender that are outstanding, the date specified in such
      Lender's notice shall be deemed to be the last day of the Interest Period of
      such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender
      thereafter shall accrue interest at the rate then applicable to Base Rate Loans,
      and (z) Borrowers shall not be entitled to elect the LIBOR Option until such
      Lender determines that it would no longer be unlawful or impractical to do
      so.

     

    (iii) Any
      Lender, upon determining that any amounts will be payable pursuant to this
      Section
      2.13(d),
      will
      give notice thereof to the Administrative Borrower, which notice shall include
      a
      statement submitted to the Administrative Borrower by such Lender (a copy of
      which statement shall be sent by such Lender to Agent), setting forth the basis
      for the calculation of such additional amount or amounts necessary to compensate
      such Lender, although failure to give any such notice shall not release or
      diminish Borrowers' obligations to pay additional amounts pursuant to this
      Section
      2.13(d);
      provided that Borrowers shall not be required to compensate a Lender pursuant
      to
      this section for any increased costs or reductions incurred more than 180 days
      prior to the date that such Lender notifies the Administrative Borrower in
      writing of the additional amounts and of such Lender's intention to claim
      compensation therefore; provided further that, if the change in law giving
      rise
      to such increased costs or reductions is retroactive, then the 180 day period
      referred to above shall be extended to include the period of retroactive effect
      thereof. The statement required to be delivered pursuant to this Section
      2.13(d)
      shall be
      deemed true and correct absent manifest error.

     

    (e) No
      Requirement of Matched Funding. Anything
      to the contrary contained herein notwithstanding, neither Agent, nor any Lender,
      nor any of their Participants, is required actually to acquire eurodollar
      deposits to fund or otherwise match fund any Obligation as to which interest
      accrues at the LIBOR Rate. The provisions of this Section shall apply as if
      each
      Lender or its Participants had match funded any Obligation as to which interest
      is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest
      Period in the amount of the LIBOR Rate Loans.

     

    2.14 Capital
      Requirements.
      If,
      after
      the date hereof, any Lender determines that (i) the adoption of or change in
      any
      Law, rule, regulation or guideline regarding capital requirements for banks
      or
      bank holding companies, or any change in the interpretation or application
      thereof by any Governmental Authority charged with the administration thereof,
      or (ii) compliance by such Lender or its parent bank holding company with any
      guideline, request or directive of any such entity regarding capital adequacy
      (whether or not having the force of Law), has the effect of reducing the return
      on such Lender's or such holding company's capital as a consequence of such
      Lender's Commitments hereunder to a level below that which such Lender or such
      holding company could have achieved but for such adoption, change, or compliance
      (taking into consideration such Lender's or such holding company's then existing
      policies with respect to capital adequacy and assuming the full utilization
      of
      such entity's capital) by any amount deemed by such Lender to be material,
      then
      such Lender may notify Administrative Borrower and Agent thereof. Following
      receipt of such notice, Borrowers agree to pay such Lender on demand the amount
      of such reduction of return of capital as and when such reduction is determined,
      payable within 90 days after presentation by such Lender of a statement in
      the
      amount and setting forth in reasonable detail such Lender's calculation thereof
      and the assumptions upon which such calculation was based (which statement
      shall
      be deemed true and correct absent manifest error). In determining such amount,
      such Lender may use any reasonable averaging and attribution
      methods.
      Any
      Lender, upon determining that any amounts will be payable pursuant to this
      Section
      2.14,
      will
      give notice thereof to the Administrative Borrower, which notice shall include
      a
      statement submitted to the Administrative Borrower by such Lender (a copy of
      which statement shall be sent by such Lender to Agent), setting forth the basis
      for the calculation of such additional amount or amounts necessary to compensate
      such Lender, although failure to give any such notice shall not release or
      diminish Borrowers' obligations to pay additional amounts pursuant to this
      Section
      2.14;
      provided that Borrowers shall not be required to compensate a Lender pursuant
      to
      this section for any increased costs or reductions incurred more than 180 days
      prior to the date that such Lender notifies the Administrative Borrower in
      writing of the additional amounts and of such Lender's intention to claim
      compensation therefore; provided further that, if the change in law giving
      rise
      to such increased costs or reductions is retroactive, then the 180 day period
      referred to above shall be extended to include the period of retroactive effect
      thereof. The statement required to be delivered pursuant to this Section
      2.14
      shall be
      deemed true and correct absent manifest error.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    2.15 Mitigation
      Obligations; Replacement of Lenders .

     

    (a) If
      any
      Lender requests an adjustment to the LIBOR Rate under Section
      2.13(d)(i),
      determines that is unlawful or impractical for such Lender to fund or maintain
      LIBOR Rate Loans pursuant to Section 2.13(d)(ii),
      requests compensation under Section
      2.14
      or
      requests additional amounts or requires indemnification under Section
16(a),
      then
      such Lender shall use reasonable efforts to file any certificate or document
      reasonably requested by Administrative Borrower or to designate a different
      lending office for funding or booking its loans made hereunder or to assign
      its
      rights and obligations hereunder to another of its offices or branches, if,
      in
      the judgment of such Lender, such filing, designation or assignment (i) would
      eliminate or reduce amounts payable pursuant to Sections
      2.14
      or
16(a),
      would
      eliminate or reduce the adjustment under Section
      2.13(d)(i)
      or would
      eliminate the condition under Section
      2.13(d)(ii)
      in the
      future and (ii) would not subject such Lender to any unreimbursed expense and
      would not otherwise be disadvantageous to such Lender. Borrowers hereby agree
      to
      pay all reasonable costs and expenses incurred by any Lender in connection
      with
      any such filing, designation or assignment.

     

    (b) If
      any
      Lender requests an adjustment to the LIBOR Rate under Section
      2.13(d)(i),
      determines that is unlawful or impractical for such Lender to fund or maintain
      LIBOR Rate Loans pursuant to Section 2.13(d)(ii), requests compensation under
      Section
      2.14
      or
      requests additional amounts or requires indemnification under Section
16(a),
      or if
      any Lender defaults in its obligations to fund loans hereunder, then
      Administrative Borrower may, at its sole expense and effort, upon notice to
      such
      Lender and Agent, require such Lender to assign and delegate, without recourse,
      all its interests, rights and obligations under this Agreement to an assignee
      that shall assume such obligations (which assignee may be another Lender or
      an
      Eligible Transferee, if such Person accepts such assignment); provided
      that,
      Administrative Borrower shall have received the prior written consent of Agent,
      which consent shall not be unreasonably withheld. A Lender shall not be required
      to make any such assignment and delegation if, prior thereto, as a result of
      a
      waiver by such Lender or otherwise, the circumstances entitling Borrower to
      require such assignment and delegation cease to apply. 

     

    2.16 Joint
      and Several Liability of Borrowers.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (a) Each
      Borrower is accepting joint and several liability hereunder and under the other
      Loan Documents in consideration of the financial accommodations to be provided
      by the Lender Group under this Agreement, for the mutual benefit, directly
      and
      indirectly, of each Borrower and in consideration of the undertakings of the
      other Borrowers to accept joint and several liability for the
      Obligations.

     

    (b) Each
      Borrower, jointly and severally, hereby irrevocably and unconditionally accepts,
      not merely as a surety but also as a co-debtor, joint and several liability
      with
      the other Borrowers, with respect to the payment and performance of all of
      the
      Obligations (including any Obligations arising under this Section
      2.16),
      it
      being the intention of the parties hereto that all the Obligations shall be
      the
      joint and several obligations of each Borrower without preferences or
      distinction among them.

     

    (c) If
      and to
      the extent that any Borrower shall fail to make any payment with respect to
      any
      of the Obligations as and when due or to perform any of the Obligations in
      accordance with the terms thereof, then in each such event the other Borrowers
      will make such payment with respect to, or perform, such Obligation.


     

    (d) The
      Obligations of each Borrower under the provisions of this Section
      2.16
      constitute the absolute and unconditional, full recourse Obligations of each
      Borrower enforceable against each Borrower to the full extent of its properties
      and assets, irrespective of the validity, regularity or enforceability of this
      Agreement or any other circumstances whatsoever.

     

    (e) Except
      as
      otherwise expressly provided in this Agreement, each Borrower hereby waives
      notice of acceptance of its joint and several liability, notice of any Advances
      (except with respect to Lender Group Expenses as set forth in Section
      2.6(d))
      or
      Letters of Credit issued under or pursuant to this Agreement, notice of the
      occurrence of any Default, Event of Default, or of any demand for any payment
      under this Agreement, notice of any action at any time taken or omitted by
      Agent
      or Lenders under or in respect of any of the Obligations, any requirement of
      diligence or to mitigate damages and, generally, to the extent permitted by
      Applicable Law, all demands, notices and other formalities of every kind in
      connection with this Agreement (except as otherwise provided in this Agreement).
      Each Borrower hereby assents to, and waives notice of, any extension or
      postponement of the time for the payment of any of the Obligations, the
      acceptance of any payment of any of the Obligations, the acceptance of any
      partial payment thereon, any waiver, consent or other action or acquiescence
      by
      Agent or Lenders at any time or times in respect of any default by any Borrower
      in the performance or satisfaction of any term, covenant, condition or provision
      of this Agreement, any and all other indulgences whatsoever by Agent or Lenders
      in respect of any of the Obligations, and the taking, addition, substitution
      or
      release, in whole or in part, at any time or times, of any security for any
      of
      the Obligations or the addition, substitution or release, in whole or in part,
      of any Borrower. Without limiting the generality of the foregoing, each Borrower
      assents to any other action or delay in acting or failure to act on the part
      of
      any Agent or Lender with respect to the failure by any Borrower to comply with
      any of its respective Obligations, including, without limitation, any failure
      strictly or diligently to assert any right or to pursue any remedy or to comply
      fully with Applicable Laws or regulations thereunder, which might, but for
      the
      provisions of this Section
      2.16
      afford
      grounds for terminating, discharging or relieving any Borrower, in whole or
      in
      part, from any of its Obligations under this Section
      2.16,
      it
      being the intention of each Borrower that, so long as any of the Obligations
      hereunder remain unsatisfied, the Obligations of each Borrower under this
Section
      2.16
      shall
      not be discharged except by performance and then only to the extent of such
      performance. The Obligations of each Borrower under this Section
      2.16
      shall
      not be diminished or rendered unenforceable by any winding up, reorganization,
      arrangement, liquidation, reconstruction or similar proceeding with respect
      to
      any Borrower or any Agent or Lender. 

     

    (f) Each
      Borrower represents and warrants to Agent and Lenders that such Borrower is
      currently informed of the financial condition of Borrowers and of all other
      circumstances which a diligent inquiry would reveal and which bear upon the
      risk
      of nonpayment of the Obligations. Each Borrower further represents and warrants
      to Agent and Lenders that such Borrower has read and understands the terms
      and
      conditions of the Loan Documents. Each Borrower hereby covenants that such
      Borrower will continue to keep informed of Borrowers' financial condition,
      the
      financial condition of other guarantors, if any, and of all other circumstances
      which bear upon the risk of nonpayment or nonperformance of the
      Obligations.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (g) The
      provisions of this Section
      2.16
      are made
      for the benefit of Agent, Lenders and their respective successors and assigns,
      and may be enforced by it or them from time to time against any or all Borrowers
      as often as occasion therefor may arise and without requirement on the part
      of
      Agent, Lender, successor or assign first to marshal any of its or their claims
      or to exercise any of its or their rights against any Borrower or to exhaust
      any
      remedies available to it or them against any Borrower or to resort to any other
      source or means of obtaining payment of any of the Obligations hereunder or
      to
      elect any other remedy. The provisions of this Section
      2.16
      shall
      remain in effect until all of the Obligations shall have been paid in full
      or
      otherwise fully satisfied. If at any time, any payment, or any part thereof,
      made in respect of any of the Obligations, is rescinded or must otherwise be
      restored or returned by Agent or any Lender upon the insolvency, bankruptcy
      or
      reorganization of any Borrower, or otherwise, the provisions of this
Section
      2.16
      will
      forthwith be reinstated in effect, as though such payment had not been
      made.

     

    (h) Each
      Borrower hereby agrees that it will not enforce any of its rights of
      contribution or subrogation against any other Borrower with respect to any
      liability incurred by it hereunder or under any of the other Loan Documents,
      any
      payments made by it to Agent or Lenders with respect to any of the Obligations
      or any collateral security therefor until such time as all of the Obligations
      have been paid in full in cash. Any claim which any Borrower may have against
      any other Borrower with respect to any payments to any Agent or Lender hereunder
      or under any other Loan Documents are hereby expressly made subordinate and
      junior in right of payment, without limitation as to any increases in the
      Obligations arising hereunder or thereunder, to the prior payment in full in
      cash of the Obligations and, in the event of any insolvency, bankruptcy,
      receivership, liquidation, reorganization or other similar proceeding under
      the
      Laws of any jurisdiction relating to any Loan Party, its debts or its assets,
      whether voluntary or involuntary, all such Obligations shall be paid in full
      in
      cash before any payment or distribution of any character, whether in cash,
      securities or other property, shall be made to any other Loan Party
      therefor.

     

    (i) Each
      of
      the Loan Parties hereby agrees that, after the occurrence and during the
      continuance of any Default or Event of Default, the payment of any amounts
      due
      with respect to the indebtedness owing by any Loan Party to any other Loan
      Party
      is hereby subordinated to the prior payment in full in cash of the Obligations.
      Each Loan Party hereby agrees that after the occurrence and during the
      continuance of any Default or Event of Default, such Loan Party will not demand,
      sue for or otherwise attempt to collect any indebtedness of any other Loan
      Party
      owing to such Loan Party until the Obligations shall have been paid in full
      in
      cash. If, notwithstanding the foregoing sentence, such Loan Party shall collect,
      enforce or receive any amounts in respect of such indebtedness, such amounts
      shall be collected, enforced and received by such Loan Party as trustee for
      Agent, and such Borrower shall deliver any such amounts to Agent for application
      to the Obligations in accordance with Section
      2.4(b).

     

    3. CONDITIONS;
      TERM OF AGREEMENT.

     

    3.1 Conditions
      Precedent to the Initial Extension of Credit.
      The
      obligation of each Lender to make its initial extension of credit provided
      for
      hereunder on the Closing Date, is subject to the fulfillment, to the reasonable
      satisfaction of Agent and each Lender, of each of the conditions precedent
      set
      forth on Schedule
      3.1
      (the
      making of such initial extension of credit by a Lender being conclusively deemed
      to be its satisfaction or waiver of the conditions precedent).

     

    3.2 Conditions
      Precedent to all Extensions of Credit.
      The
      obligation of the Lender Group (or any member thereof) to make any Advances
      hereunder (or to extend any other credit hereunder) at any time shall be subject
      to the following conditions precedent:

     

    
      
        
        

      

      
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    (a) the
      representations and warranties of Loan Parties or their Subsidiaries contained
      in this Agreement or in the other Loan Documents shall be true and correct
      in
      all material respects (except that such materiality qualifier shall not be
      applicable to any representations and warranties that already are qualified
      or
      modified by materiality in the text thereof) on and as of the date of such
      extension of credit, as though made on and as of such date (except to the extent
      that such representations and warranties relate solely to an earlier
      date);

     

    (b) no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such extension of credit, nor shall either result from the making thereof;
      

     

    (c) no
      injunction, writ, restraining order, or other order of any nature restricting
      or
      prohibiting, directly or indirectly, the extending of such credit shall have
      been issued and remain in force by any Governmental Authority against any Loan
      Party, Agent, or any Lender; and

     

    (d) no
      Material Adverse Change shall have occurred since February 28,
      2007.

     

    3.3 Term.
      This
      Agreement shall continue in full force and effect for a term ending on July
      3,
      2012 (the "Maturity
      Date").
      The
      foregoing notwithstanding, the Lender Group, upon the election of the Required
      Lenders, shall have the right to terminate its obligations under this Agreement
      immediately and without notice upon the occurrence and during the continuation
      of an Event of Default.

     

    3.4 Effect
      of Termination.
      On
      the
      date of termination of this Agreement, all Obligations (including contingent
      reimbursement obligations of Borrowers with respect to outstanding Letters
      of
      Credit and including all Bank Product Obligations) immediately shall become
      due
      and payable without notice or demand (including the requirement that Borrowers
      provide (a) Letter of Credit Collateralization, and (b) Bank Product
      Collateralization). No termination of this Agreement, however, shall relieve
      or
      discharge Loan Parties or their Subsidiaries of their duties, Obligations,
      or
      covenants hereunder or under any other Loan Document and the Agent's Liens
      in
      the Collateral shall remain in effect until all Obligations have been paid
      in
      full and the Lender Group's obligations to provide additional credit hereunder
      have been terminated. When this Agreement has been terminated and all of the
      Obligations have been paid in full and the Lender Group's obligations to provide
      additional credit under the Loan Documents have been terminated irrevocably,
      Agent will, at Borrowers' sole expense, without recourse, representation or
      warranty, execute and deliver any termination statements, lien releases,
      mortgage releases, re-assignments of trademarks, discharges of security
      interests, and other similar discharge or release documents (and, if applicable,
      in recordable form) as are reasonably necessary to release, as of record, the
      Agent's Liens and all notices of security interests and liens previously filed
      by Agent with respect to the Obligations. 

     

    3.5 Early
      Termination by Borrowers.
      Borrowers
      have the option, at any time upon 30 days prior written notice to Agent, to
      terminate this Agreement and terminate the Commitments hereunder by paying
      to
      Agent, in cash, the Obligations (including (a) providing Letter of Credit
      Collateralization with respect to the then existing Letter of Credit Usage,
      and
      (b) providing Bank Product Collateralization with respect to the then existing
      Bank Products), in full. If Borrowers have sent a notice of termination pursuant
      to the provisions of this Section, then the Commitments shall terminate and
      Borrowers shall be obligated to repay the Obligations (including
      (a) providing Letter of Credit Collateralization with respect to the then
      existing Letter of Credit Usage, and (b) providing Bank Product
      Collateralization with respect to the then existing Bank Products), in full,
      on
      the date set forth as the date of termination of this Agreement in such
      notice.

     

    
      	4.	
              REPRESENTATIONS
                AND WARRANTIES.

            


    

     

    In
      order
      to induce the Lender Group to enter into this Agreement, each Loan Party makes
      the following representations and warranties to the Lender Group which shall
      be
      true, correct, and complete, in all material respects, as of the date hereof,
      and shall be true, correct, and complete, in all material respects, as of the
      Closing Date, and at and as of the date of the making of each Advance (or other
      extension of credit) made thereafter, as though made on and as of the date
      of
      such Advance (or other extension of credit) (except to the extent that such
      representations and warranties relate solely to an earlier date) and such
      representations and warranties shall survive the execution and delivery of
      this
      Agreement:

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    4.1 No
      Encumbrances.
      Each
      Loan
      Party and its Subsidiaries has good and marketable title to, or a valid
      leasehold interest in, their personal property assets and good and marketable
      title to, or a valid leasehold interest in, their Real Property, in each case,
      free and clear of Liens except for Permitted Liens.

     

    4.2 Eligible
      Accounts.
      As
      to
      each Account that is identified by a Loan Party as an Eligible Account in a
      borrowing base report submitted to Agent, such Account is (a) a bona fide
      existing payment obligation of the applicable Account Debtor created by the
      sale
      and delivery of Inventory or the rendition of services to such Account Debtor
      in
      the ordinary course of Loan Parties' business, (b) owed to Loan Parties without
      any known defenses, disputes, offsets, counterclaims, or rights of return or
      cancellation, and (c) not excluded as ineligible by virtue of one or more of
      the
      excluding criteria set forth in the definition of Eligible
      Accounts.

     

    4.3 Eligible
      Inventory.
      As
      to
      each item of Inventory that is identified by Administrative Borrower as Eligible
      Inventory in a borrowing base report submitted to Agent, such Inventory is
      (a)
      of good and merchantable quality, free from known defects (other than immaterial
      defects that will not adversely affect the saleability of such Inventory),
      and
      (b) not excluded as ineligible by virtue of one or more of the excluding
      criteria set forth in the definition of Eligible Inventory. 

     

    4.4 Equipment.
      Each
      material item of Equipment of Loan Parties and their Subsidiaries is used or
      held for use in their business and is in good working order, ordinary wear
      and
      tear and damage by casualty excepted,
      except
      where the failure could not be reasonably expected to result in a Material
      Adverse Change.

     

    4.5 Location
      of Inventory and Equipment.
      The
      Inventory and Equipment (other than vehicles or Equipment out for repair) of
      Loan Parties and their Subsidiaries are not stored with a bailee, warehouseman,
      or similar party and are located only at, or in-transit between, the locations
      identified on Schedule
      4.5
      (as such
      Schedule may be updated pursuant to Section
      5.9).

     

    4.6 Inventory
      Records.
      Each
      Loan
      Party keeps records that are correct and accurate in all material respects
      itemizing and describing the type, quality, and quantity of its and its
      Subsidiaries' Inventory and the book value thereof.

     

    4.7 Jurisdiction
      of Organization; Location of Chief Executive Office; Organizational
      Identification Number; Commercial Tort Claims.
      

     

    (a) The
      name
      of (within the meaning of Section 9-503 of the Code) and jurisdiction of
      organization of each Loan Party and each of its Subsidiaries is set forth on
      Schedule
      4.7(a)
      (as such
      Schedule may be updated from time to time to reflect changes permitted to be
      made under Section
      6.5).
      

     

    (b) The
      chief
      executive office of each Loan Party and each of its Subsidiaries is located
      at
      the address indicated on Schedule
      4.7(b)
      (as such
      Schedule may be updated from time to time to reflect changes permitted to be
      made under Section
      5.9).
      

     

    (c) Each
      Loan
      Parties' and each of its Subsidiaries' tax identification numbers and
      organizational identification numbers, if any, are identified on Schedule
      4.7(c)
      (as such
      Schedule may be updated from time to time to reflect changes permitted to be
      made under Section
      6.5).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (d) As
      of the
      Closing Date, Loan Parties and their Subsidiaries do not hold any commercial
      tort claims, except as set forth on Schedule
      4.7(d).
      

     

    4.8 Due
      Organization and Qualification; Subsidiaries.

     

    (a) Each
      Loan
      Party is duly organized and existing and in good standing under the Laws of
      the
      jurisdiction of its organization and qualified to do business in any state
      where
      the failure to be so qualified reasonably could be expected to result in a
      Material Adverse Change. 

     

    (b) Set
      forth
      on Schedule
      4.8(b),
      as of
      the Closing Date, (as such Schedule may be updated from time to time to reflect
      changes permitted to be made under Section
      5.16),
      is a
      complete and accurate description of the authorized capital Stock of Parent,
      by
      class, and, as of the Closing Date, a description of the number of shares of
      each such class that are issued and outstanding. As of the Closing Date, the
      Parent is not subject to any obligation (contingent or otherwise) to repurchase
      or otherwise acquire or retire any shares of its capital Stock or any security
      convertible into or exchangeable for any of its capital Stock.

     

    (c) Set
      forth
      on Schedule
      4.8(c)
      (as such
      Schedule may be updated from time to time to reflect changes permitted to be
      made under Section
      5.16),
      is a
      complete and accurate list of Parent's direct and indirect Subsidiaries,
      showing: (i) the jurisdiction of their organization, (ii) the number of shares
      of each class of common and preferred Stock authorized for each of such
      Subsidiaries, and (iii) the number and the percentage of the outstanding shares
      of each such class owned directly or indirectly by the applicable Subsidiary.
      All of the outstanding capital Stock of each such Subsidiary has been validly
      issued and is fully paid and non-assessable.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (d) Except
      as
      set forth on Schedule
      4.8(c),
      there
      are no subscriptions, options, warrants, or calls relating to any shares of
      Parent's Subsidiaries' capital Stock, including any right of conversion or
      exchange under any outstanding security or other instrument. No Loan Party
      or
      any of its respective Subsidiaries is subject to any obligation (contingent
      or
      otherwise) to repurchase or otherwise acquire or retire any shares of any Loan
      Party's Subsidiaries' capital Stock or any security convertible into or
      exchangeable for any such capital Stock.

     

    4.9 Due
      Authorization; No Conflict.

     

    (a) As
      to
      each Loan Party, the execution, delivery, and performance by such Loan Party
      of
      this Agreement and the Loan Documents to which it is a party have been duly
      authorized by all necessary action on the part of such Loan Party.

     

    (b) As
      to
      each Loan Party, the execution, delivery, and performance by such Loan Party
      of
      this Agreement and the other Loan Documents to which it is a party do not and
      will not (i) violate any provision of federal, state, or local Law or regulation
      applicable to any Loan Party, the Governing Documents of any Loan Party, or
      any
      order, judgment, or decree of any court or other Governmental Authority binding
      on any Loan Party, (ii) conflict with, result in a breach of, or constitute
      (with due notice or lapse of time or both) a default under any Material Contract
      of any Loan Party, (iii) result in or require the creation or imposition of
      any
      Lien of any nature whatsoever upon any properties or assets of any Loan Party,
      other than as required by this Agreement or Permitted Liens, or (iv) require
      any
      approval of any Loan Party's interestholders or any approval or consent of
      any
      Person under any Material Contract of any Loan Party, other than consents or
      approvals that have been obtained and that are still in force and
      effect.

     

    (c) Other
      than the filing of financing statements, the recordation of the Mortgages,
      and
      other filings or actions necessary to perfect Liens granted to Agent in the
      Collateral, the execution, delivery, and performance by each Loan Party of
      this
      Agreement and the other Loan Documents to which such Loan Party is a party
      do
      not and will not require any registration with, consent, or approval of, or
      notice to, or other action with or by, any Governmental Authority, other than
      consents or approvals that have been obtained and that are still in force and
      effect.

     

    (d) As
      to
      each Loan Party, this Agreement and the other Loan Documents to which such
      Loan
      Party is a party, and all other documents contemplated hereby and thereby,
      when
      executed and delivered by such Loan Party will be the legally valid and binding
      obligations of such Loan Party, enforceable against such Loan Party in
      accordance with their respective terms, except as enforcement may be limited
      by
      equitable principles or by bankruptcy, insolvency, reorganization, moratorium,
      or similar Laws relating to or limiting creditors' rights
      generally.

     

    (e) The
      Agent's Liens are validly created, perfected (other than (i) in respect of
      motor
      vehicles and (ii) any Deposit Accounts and Securities Accounts not subject
      to a
      Control Agreement as permitted by Section
      6.12,
      and
      subject only to the filing of financing statements and the recordation of the
      Mortgages), and first priority Liens, subject only to Permitted
      Liens.

     

    4.10 Litigation.
      Other
      than those matters disclosed on Schedule
      4.10
      and in
      Parent's quarterly report on Form 10-Q for its quarter ended April 30, 2007
      and
      other than matters arising after the Closing Date that reasonably could not
      be
      expected to result in a Material Adverse Change, there are no actions, suits,
      or
      proceedings pending or, to the best knowledge of each Loan Party, threatened
      against any Loan Party or any of its Subsidiaries.
      There
      are no actions, suits or proceedings, pending, or the best knowledge of each
      Loan Party, threatened, that relate to this Agreement or any other Loan
      Document. Except as set forth on Schedule
      4.10,
      none of
      the Loan Parties is subject to any outstanding order, writ, injunction, decree
      or arbitration ruling or judgment of a Governmental Authority which has had
      or
      could reasonably be expected to result in a Material Adverse
      Change.

     

    4.11 No
      Material Adverse Change.
      All
      financial statements relating to Parent and its Subsidiaries that have been
      delivered by Parent or any of its Subsidiaries to the Lender Group have been
      prepared in accordance with GAAP (except, in the case of unaudited financial
      statements, for the lack of footnotes and being subject to year-end audit
      adjustments) and present fairly in all material respects, Parent's and its
      Subsidiaries' financial condition as of the date thereof and results of
      operations for the period then ended. There has not been a Material Adverse
      Change with respect to Parents and its Subsidiaries since February 28,
      2007.

     

    4.12 Fraudulent
      Transfer.

     

    (a) Each
      Loan
      Party and each Subsidiary of a Loan Party, taken as a whole, are
      Solvent.

     

    (b) No
      transfer of property is being made by any Loan Party or any Subsidiary of a
      Loan
      Party and no obligation is being incurred by any Loan Party or any Subsidiary
      of
      a Loan Party in connection with the transactions contemplated by this Agreement
      or the other Loan Documents with the intent to hinder, delay, or defraud either
      present or future creditors of Loan Parties or their Subsidiaries.

     

    4.13 Employee
      Benefits.
      None
      of
      Loan Parties, any of their Subsidiaries, or any of their ERISA Affiliates
      maintains or contributes to any Benefit Plan.

     

    4.14 Environmental
      Condition.
      Except
      as
      set forth on Schedule
      4.14,
      (a) to
      Loan Parties' knowledge, none of Loan Parties' or their Subsidiaries' properties
      or assets has ever been used by Loan Parties, their Subsidiaries, or by previous
      owners or operators in the disposal of, or to produce, store, handle, treat,
      release, or transport, any Hazardous Materials, where such use, production,
      storage, handling, treatment, release or transport was in violation, in any
      material respect, of any applicable Environmental Law, (b) to Loan Parties'
      knowledge, none of Loan Parties' nor their Subsidiaries' properties or assets
      has ever been designated or identified in any manner pursuant to any
      environmental protection statute as a Hazardous Materials disposal site, (c)
      none of Loan Parties nor any of their Subsidiaries have received notice that
      a
      Lien arising under any Environmental Law has attached to any revenues or to
      any
      Real Property owned or operated by Loan Parties or their Subsidiaries, and
      (d)
      none of Loan Parties nor any of their Subsidiaries have received a summons,
      citation, notice, or directive from the United States Environmental Protection
      Agency or any other federal or state governmental agency concerning any action
      or omission by any Loan Party or any Subsidiary of a Loan Party resulting in
      the
      releasing or disposing of Hazardous Materials into the environment.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    4.15 Intellectual
      Property.
      Each
      Loan
      Party and each Subsidiary of a Loan Party owns, or holds licenses in, all
      trademarks, trade names, copyrights, patents, patent rights, and licenses
      consistent with industry practice and that are necessary to the conduct of
      its
      business as currently conducted, and attached hereto as Schedule
      4.15
      (as
      updated from time to time) is a true, correct, and complete listing of all
      (i)
      registered patents, patent applications, (ii) registered trademarks, trademark
      applications, and (iii) registered copyrights and copyright registrations used
      in connection with a Material Videogame Franchise, including all licenses under
      which a Loan Party is granted a right to develop, market or publish a videogame
      title that is a Material Videogame Franchise, as to which each Loan Party or
      one
      of its Subsidiaries is the owner or is an exclusive licensee;
      provided,
      however,
      that
      Loan Parties may amend Schedule
      4.15
      to add
      additional property so long as such amendment occurs by written notice to Agent
      not more than 10 days after the date on which a Loan Party or any Subsidiary
      of
      a Loan Party registers any such property after the Closing Date. Within
      thirty (30) days after the Closing Date, the Loan Parties will have registered
      the
      set
      or collection of copyrights used in connection with each version of each
      videogame title of the Parent and its Subsidiaries constituting
      the
      Required Library (other than (i) any copyrights used in connection with a
      videogame title of the Parent and its Subsidiaries that was released more than
      two years prior to the Closing Date (except the copyrights used in connection
      with Grand Theft Auto: San Andreas, which will be registered) and (ii) any
      re-issuances of videogame titles for which such copyrights are already
      registered). With respect to the
      set
      or collection of copyrights
      relating to each version of each videogame title acquired or created by the
      Parent and its Subsidiaries after Closing Date that constitutes part of the
      Required Library (other than any re-issuances of videogame titles for which
      such
      copyrights are already registered), each of the applications for registration
      to
      be filed in the United States Copyright Office by the Loan Parties with respect
      thereto, when filed, will be in proper form for filing with the United States
      Copyright Office and the Loan Parties will have made proper application for,
      and
      will have paid all fees necessary to obtain, expedited treatment from the United
      States Copyright Office for registration thereof on a "special handling"
      basis.

     

    4.16 Leases.
      Loan
      Parties and their Subsidiaries enjoy peaceful and undisturbed possession under
      all leases material to their business and to which they are parties or under
      which they are operating and all of such material leases are valid and
      subsisting and no material default by Loan Parties or their Subsidiaries exists
      under any of them. 

     

    4.17 Deposit
      Accounts and Securities Accounts.
      Set
      forth
      on Schedule
      4.17
      is a
      listing of all of Loan Parties' and their Subsidiaries' Deposit Accounts and
      Securities Accounts, including, with respect to each bank or securities
      intermediary (a) the name and address of such Person, and (b) the account
      numbers of the Deposit Accounts or Securities Accounts maintained with such
      Person.

     

    4.18 Complete
      Disclosure.
      All
      factual information (taken as a whole) furnished by or on behalf of Loan Parties
      or their Subsidiaries in writing to Agent or any Lender (including all
      information contained in the Schedules hereto or in the other Loan Documents)
      for purposes of or in connection with this Agreement, the other Loan Documents,
      or any transaction contemplated herein or therein is, and all other such factual
      information (taken as a whole) hereafter furnished by or on behalf of Loan
      Parties or their Subsidiaries in writing to Agent or any Lender will be, true
      and accurate in all material respects on the date as of which such information
      is dated or certified and not incomplete by omitting to state any fact necessary
      to make such information (taken as a whole) not misleading in any material
      respect at such time in light of the circumstances under which such information
      was provided. On the Closing Date, the Closing Date Projections represent,
      and
      as of the date on which any other Projections are delivered to Agent, such
      additional Projections represent Loan Parties' good faith estimate of their
      and
      their Subsidiaries' future performance for the periods covered thereby based
      upon assumptions believed by Loan Parties to be reasonable at the time of the
      delivery thereof to Agent (it being understood that such projections and
      forecasts are subject to uncertainties and contingencies, many of which are
      beyond the control of Loan Parties and their Subsidiaries and no assurances
      can
      be given that such projections or forecasts will be realized).
      Notwithstanding the foregoing, no representation and warranty is made with
      respect to, and no reliance should be given to, any financial statements of
      Parent filed prior to the date hereof that were restated by the financial
      statements contained in Parent's Annual Report on Form 10-K with respect to
      its
      fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on
      Form
      10-Q with respect to its first quarter ended on January 31, 2007, without giving
      effect to such restatement. None of Parent's Subsidiaries is currently required
      to file any forms, reports or other documents with the SEC.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    4.19 Indebtedness.
      Set
      forth
      on Schedule
      4.19
      is a
      true and complete list of all Indebtedness of each Loan Party and each
      Subsidiary of a Loan Party outstanding immediately prior to the Closing Date
      that is to remain outstanding after the Closing Date and such Schedule
      accurately sets forth the aggregate principal amount of such Indebtedness and
      the maturity date thereof.

     

    4.20 Margin
      Stock .
      None of
      the Loan Parties is nor will be engaged in the business of extending credit
      for
      the purpose of purchasing or carrying margin stock (within the meaning of
      Regulations T, U or X of the Board of Governors of the Federal Reserve System),
      and no proceeds of any Advance will be used to purchase or carry any margin
      stock or to extend credit to others for the purpose of purchasing or carrying
      any margin stock.

     

    4.21 Permits,
      Etc. .
      Each
      Loan Party has, and is in compliance with, all permits, licenses,
      authorizations, approvals, entitlements and accreditations required for such
      Person lawfully to own, lease, manage or operate, or to acquire, each business
      and the Real Property currently owned, leased, managed or operated, or to be
      acquired, by such Person, except where the failure to be in compliance could
      not
      reasonably be expected to result in a Material Adverse Change. No condition
      exists or event has occurred which, in itself or with the giving of notice
      or
      lapse of time or both, would result in the suspension, revocation, impairment,
      forfeiture or non-renewal of any such permit, license, authorization, approval,
      entitlement or accreditation, which could result in a Material Adverse Change
      and to each Loan Party's knowledge, there is no claim that any thereof is not
      in
      full force and effect.

     

    4.22 Material
      Contracts.
      Set
      forth on Schedule
      4.22
      is a
      description of all Material Contracts of Parent and its Subsidiaries;
provided,
      however,
      that
      Loan Parties may amend Schedule
      4.22
      to add
      additional Material Contracts so long as such amendment is delivered to Agent
      in
      accordance with the provisions of Section 5.19 hereof. Except for matters which,
      either individually or in the aggregate, could not reasonably be expected to
      result in a Material Adverse Change, each Material Contract (other than those
      that have expired at the end of their normal terms) (a) is in full force and
      effect and is binding upon and enforceable against Parent or its Subsidiary
      and,
      to the best of Loan Parties' knowledge, each other Person that is a party
      thereto in accordance with its terms, (b) has not been otherwise amended or
      modified (other than immaterial amendments or modifications or as otherwise
      permitted by Section
      6.7(d)),
      and
      (c) is not in default due to the action or inaction of Parent or any of its
      Subsidiaries.

     

    4.23 Customers
      and Suppliers . There
      exists no actual or overtly threatened termination, cancellation or limitation
      of, or modification to or change in, the business relationship between (i)
      any
Loan
      Party,
      on the
      one hand, and any customer or any group thereof, on the other hand that is
      reasonably likely to result in a Material Adverse Change, or (ii) any
Loan
      Party,
      on the
      one hand, and any material supplier thereof, on the other hand that is
      reasonably likely to result in a Material Adverse Change.

     

    4.24 Taxes . Except
      as
      set forth on Schedule
      4.24,
      each
      Loan Party, and each Person which has tax liabilities for which any Loan Party
      is liable (each, a "Tax
      Party")
      have
      filed, or caused to be filed, and will continue to file in a timely manner
      all
      foreign, federal, state and other material tax returns and reports required
      to
      be filed, and have paid, and will continue to pay, all foreign, federal, state,
      provisional and other material taxes, assessments, fees and other governmental
      charges levied or imposed upon them or their properties, income or assets
      otherwise due and payable.
      All
      information in such tax returns, reports and declarations is complete and
      accurate in all material respects. Each Tax Party has paid or caused to be
      paid
      all taxes due and payable or claimed due and payable in any assessment received
      by it,
      and has
      collected, deposited and remitted in accordance with all Applicable Laws, all
      sales, use and similar taxes applicable to the conduct of its business, except,
      in each case, to the extent that (i) the validity of such assessment or tax
      is
      the subject of a Permitted Protest or (ii) such unpaid assessment or tax is
      not
      in excess of $2,000,000 in the aggregate. There are no Liens on any properties
      or assets of any Loan Party imposed or arising as a result of the delinquent
      payment or the nonpayment of any tax, assessment, fee or other governmental
      charge.

     

    
      
        
        

      

      
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    4.25 Insurance .
      Each
      Loan Party and each of its Subsidiaries keeps its property adequately insured
      and maintains (a) insurance to such extent and against such risks, including
      fire, as is consistent with past practice or is customary with companies in
      the
      same or similar businesses, (b) workers' compensation insurance in the amount
      required by Applicable Law, (c) public liability insurance, which shall include
      product liability insurance, in the amount consistent with past practice or
      customary with companies in the same or similar business against claims for
      personal injury or death on properties owned, occupied or controlled by it
      and
      insurance against larceny, embezzlement or other criminal misappropriation,
      and
      (d) such other insurance as may be required by Law. Schedule
      4.25
      sets
      forth a list of all insurance policies maintained by each Loan Party on the
      Closing Date.

     

    4.26 Investment
      Company Act .
      None of
      the Loan Parties is an "investment company" or an "affiliated person" or
      "promoter" of, or "principal underwriter" of or for, an "investment company",
      as
      such terms are defined in the Investment Company Act of 1940, as
      amended.

     

    4.27 Brokerage
      Fees .
      Parent
      and its Subsidiaries have not utilized the services of any broker or finder
      in
      connection with obtaining financing from the Lender Group under this Agreement
      and no brokerage commission or finders fee is payable by Parent or its
      Subsidiaries in connection herewith.

     

    4.28 Intentionally
      Omitted .

     

    4.29 Inactive
      Subsidiaries.
      Set
      forth
      on Schedule
      4.29
      is a
      true and complete list of all Inactive Subsidiaries of each Loan Party. No
      Inactive Subsidiary has (i) any material assets in excess of $500,000 (excluding
      goodwill and unsecured intercompany receivables), (ii) any operations, or (iii)
      any material liabilities (excluding intercompany payables); provided,
      that
      (A) the aggregate amount of all assets (excluding goodwill and intercompany
      receivables) of the Inactive Subsidiaries shall not exceed $5,000,000 and (B)
      the aggregate amount of all liabilities of the Inactive Subsidiaries shall
      not
      exceed $5,000,000 (excluding intercompany payables).

     

    4.30 Licensors .
      There
      exists no actual or, to Loan Parties' knowledge, overtly threatened termination,
      cancellation or limitation of, or modification to or change in, the business
      relationship between a Loan Party, on the one hand, and any licensor under
      any
      licensing agreement (including, without limitation, any Platform License),
      on
      the other hand, which termination, cancellation, limitation, modification or
      change in any such case could, individually or in the aggregate, reasonably
      be
      expected to result in a Material Adverse Change.

     

    
      
        
        

      

      
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      	5.	
              AFFIRMATIVE
                COVENANTS.

            


    

     

    Each
      Loan
      Party covenants and agrees that, until termination of all of the Commitments
      and
      payment in full of the Obligations, Loan Parties shall and shall cause each
      of
      their respective Subsidiaries to do all of the following:

     

    5.1 Accounting
      System.
      Maintain
      a system of accounting that enables Parent and its Subsidiaries to produce
      financial statements in accordance with GAAP and maintain records pertaining
      to
      the Collateral that contain information as from time to time reasonably may
      be
      requested by Agent. Loan Parties also shall keep a reporting system that shows
      all additions, sales, claims, returns, and allowances with respect to their
      and
      their Subsidiaries' sales.
      Loan
      Parties shall also maintain their billing systems/practices as approved by
      Agent
      prior to the Closing Date and shall only make material modifications thereto
      with notice to, and consent of, Agent.

     

    5.2 Collateral
      Reporting.
      Provide
      Agent (and if so requested by Agent, with copies for each Lender (which may
      be
      by email)) with each of the reports set forth on Schedule 5.2
      at the
      times specified therein. In addition, each Loan Party agrees to take all
      reasonable action to cooperate fully and in good faith with Agent to facilitate
      and implement a system of electronic collateral reporting in order to provide
      electronic reporting of each of the items set forth above.

     

    5.3 Financial
      Statements, Reports, Certificates.
      Deliver
      to Agent, with copies to each Lender (which may be by email), each of the
      financial statements, reports, or other items set forth on Schedule 5.3
      at the
      times specified therein.
      In
      addition, Parent agrees that no Subsidiary of Parent will have a fiscal year
      different from that of Parent.

     

    5.4 Intentionally
      Omitted.
      

     

    5.5 Inspection.
      Permit
      Agent, each Lender, and each of their duly authorized representatives or agents
      to visit any of its properties and inspect any of its assets or books and
      records, to examine and make copies of its books and records, and to discuss
      its
      affairs, finances, and accounts with, and to be advised as to the same by,
      its
      officers and employees at such reasonable times and intervals as Agent or any
      such Lender may designate and, so long as no Default or Event of Default exists,
      with reasonable prior notice to Administrative Borrower;
      provided,
      that so
      long as no Default or Event of Default has occurred and is continuing, (i)
      such
      audits shall occur no more than 4 times in any fiscal year of Parent and (ii)
      Borrowers shall not be obligated to pay costs and expenses in excess of $25,000
      in the aggregate in any such fiscal year in connection with such
      audits.

     

    5.6 Maintenance
      of Properties.
      Maintain
      and preserve all of their properties which are necessary in the proper conduct
      of their business in good working order and condition, ordinary wear, tear,
      and
      casualty excepted (and except where the failure to do so could not be expected
      to result in a Material Adverse Change), and comply, in all material respects,
      at all times with the provisions of all material leases to which it is a party
      as lessee, so as to prevent any loss or forfeiture thereof or
      thereunder.

     

    5.7 Taxes.
      Cause
      all
      federal and state and all other material assessments and taxes, whether real,
      personal, or otherwise, due or payable by, or imposed, levied, or assessed
      against Loan Parties, their Subsidiaries, or any of their respective assets
      to
      be paid in full, before delinquency or before the expiration of any extension
      period, except to the extent that the (i) validity of such assessment or tax
      shall be the subject of a Permitted Protest or (ii) the aggregate amount of
      such
      unpaid assessment or tax is not in excess of $2,000,000. Loan Parties will
      and
      will cause their Subsidiaries to make timely payment or deposit of all tax
      payments and withholding taxes required of them by Applicable Laws, those Laws
      concerning F.I.C.A., F.U.T.A., state disability, and local, state, provisional
      and federal income taxes, and will, upon request, furnish Agent with proof
      satisfactory to Agent indicating that the applicable Loan Party or Subsidiary
      of
      a Loan Party has made such payments or deposits. 

     

    
      
        
        

      

      
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    5.8 Insurance.

     

    (a) At
      Loan
      Parties' expense, maintain insurance respecting their and their Subsidiaries'
      assets wherever located, covering loss or damage by fire, theft, explosion,
      and
      all other hazards and risks as ordinarily are insured against by other Persons
      engaged in the same or similar businesses. Loan Parties also shall maintain
      business interruption, public liability, and product liability insurance, as
      well as insurance against larceny, embezzlement, and criminal misappropriation.
      All such policies of insurance shall be in such amounts and with such insurance
      companies as are consistent with past practice and otherwise reasonably
      satisfactory to Agent. Loan Parties shall deliver copies of all such policies
      to
      Agent with a certificate or an endorsement naming Agent as the sole loss payee
      (under a satisfactory lender's loss payable endorsement) or additional insured,
      as appropriate. Each policy of insurance or endorsement shall contain a clause
      requiring the insurer to give not less than 30 days prior written notice to
      Agent in the event of cancellation of the policy for any reason whatsoever.
      

     

    (b) Administrative
      Borrower shall give Agent prompt notice of any loss exceeding (i) with respect
      to property and casualty losses, $5,000,000 and (ii) in all other cases,
      $10,000,000, in each case, which is reasonably believed by the Administrative
      Borrower to be covered by such insurance. So long as no Event of Default has
      occurred and is continuing, Loan Parties shall have the exclusive right to
      adjust any property or casualty losses payable under any property insurance
      policies which are less than $5,000,000. Following the occurrence and during
      the
      continuation of an Event of Default, or in the case of any property or casualty
      losses payable under property insurance exceeding $5,000,000, Agent shall have
      the exclusive right to adjust any property or casualty losses payable under
      any
      property insurance policies, without any liability to Loan Parties whatsoever
      in
      respect of such adjustments. 

     

    (c) Loan
      Parties will not, and will not suffer or permit its Subsidiaries to, take out
      separate insurance concurrent in form or contributing in the event of loss
      with
      that required to be maintained under this Section
      5.8,
      unless
      Agent is included thereon as an additional insured or loss payee under a
      lender's loss payable endorsement. Administrative Borrower shall notify Agent
      promptly whenever such separate insurance is taken out, specifying the insurer
      and the type and amount of insurance provided thereunder as to the policies
      evidencing the same, and copies of such policies shall be provided to Agent
      promptly after receipt by Loan Parties thereof.

     

    5.9 Location
      of Inventory and Equipment.
      Keep
      Loan
      Parties' and their Subsidiaries' Inventory and material Equipment (other than
      vehicles and Equipment out for repair) only at the locations identified on
      Schedule 4.5
      and
      their chief executive offices only at the locations identified on Schedule
      4.7(b);
      provided,
      however,
      that
      Administrative Borrower may amend Schedule
      4.5
      or
Schedule
      4.7
      so long
      as such amendment occurs by written notice to Agent not less than 10 Business
      Days prior to the date on which such Inventory or material Equipment is moved
      to
      such new location or such chief executive office is relocated, so long as such
      new location is within the continental United States, and so long as, at the
      time of such written notification, the applicable Loan Party uses commercially
      reasonable efforts to provide Agent a Collateral Access Agreement with respect
      thereto.

     

    5.10 Compliance
      with Laws.
      Comply
      with the requirements of all Applicable Laws, rules, regulations, and orders
      of
      any Governmental Authority, other than Laws, rules, regulations, and orders
      the
      non-compliance with which, individually or in the aggregate, could not
      reasonably be expected to result in a Material Adverse Change.

     

    5.11 Leases.
      Pay
      when
      due all rents and other amounts payable under any leases to which any Loan
      Party
      or any Subsidiary of a Loan Party is a party or by which any Loan Party's or
      any
      of its Subsidiaries' properties and assets are bound, unless such payments
      are
      the subject of a Permitted Protest,
      except
      where the failure to do so could not reasonably be expected to result in a
      Material Adverse Change.

     

    
      
        
        

      

      
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    5.12 Existence.
      Except
      as
      permitted in Section 6.3, at all times preserve and keep in full force and
      effect each Loan Party's and each of its Subsidiaries', (i) valid existence
      and
      good standing in the jurisdiction of its organization, (ii) valid existence
      and
      good standing in each jurisdiction in which the failure to be in good standing
      could reasonably be expected to result in a Material Adverse Change, and (iii)
      except as could not reasonably be expected to result in a Material Adverse
      Change, any rights, franchises, permits, licenses, accreditations,
      authorizations, or other approvals material to their businesses.

     

    5.13 Environmental.

     

    (a) Keep
      any
      property either owned or operated by any Loan Party or any Subsidiary of a
      Loan
      Party free of any Environmental Liens or post bonds or other financial
      assurances sufficient to satisfy the obligations or liability evidenced by
      such
      Environmental Liens, (b) comply, in all material respects, with Environmental
      Laws and provide to Agent documentation of such compliance which Agent
      reasonably requests, (c) promptly notify Agent of any release of a Hazardous
      Material in any reportable quantity from or onto property owned or operated
      by
      any Borrower or any Subsidiary of a Loan Party and take any Remedial Actions
      required to abate said release or otherwise to come into compliance with
      applicable Environmental Law, and (d) promptly, but in any event within 5 days
      of its receipt thereof, provide Agent with written notice of any of the
      following: (i) notice that an Environmental Lien has been filed against any
      of the real or personal property of any Loan Party or any Subsidiary of a Loan
      Party, (ii) commencement of any Environmental Action or notice that an
      Environmental Action will be filed against any Loan Party or any Subsidiary
      of a
      Loan Party, and (iii) written notice of a violation, citation, or other
      administrative order which reasonably could be expected to result in a Material
      Adverse Change.

     

    5.14 Disclosure
      Updates.
      Promptly
      and in no event later than 10 Business Days after obtaining knowledge thereof,
      notify Agent if any written information, exhibit, or report furnished to the
      Lender Group contained, at the time it was furnished, any untrue statement
      of a
      material fact or omitted to state any material fact necessary to make the
      statements contained therein not misleading in light of the circumstances in
      which made. The foregoing to the contrary notwithstanding, any notification
      pursuant to the foregoing provision will not cure or remedy the effect of the
      prior untrue statement of a material fact or omission of any material fact
      nor
      shall any such notification have the effect of amending or modifying this
      Agreement or any of the Schedules hereto.

     

    5.15 Control
      Agreements.
      Take all
      reasonable steps in order for Agent to obtain control in accordance with
      Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the Code with respect to
      (subject to the proviso contained in Section 6.12)
      all of
      its Securities Accounts, Deposit Accounts, electronic chattel paper, investment
      property, and letter-of-credit rights,
      except
      for any Securities Accounts or Deposit Accounts which at anytime contain less
      than $150,000 for any one Securities Account or Deposit Account and $1,500,000
      in the aggregate for all such Securities Accounts or Deposit
      Accounts.

     

    5.16 Formation
      of Subsidiaries.
      At
      the
      time that any Loan Party forms any direct or indirect Subsidiary or acquires
      any
      direct or indirect Subsidiary after the Closing Date (other than a Subsidiary
      which qualified as an Inactive Subsidiary) or any Inactive Subsidiary of a
      Loan
      Party ceases to be an Inactive Subsidiary after the Closing Date, such Loan
      Party shall (a) cause such new Subsidiary (other than an Excluded Foreign
      Subsidiary or a Canadian Subsidiary) to provide to Agent a joinder to the
      Guaranty and the Security Agreement, together with such other security documents
      (including Mortgages with respect to any Real Property of such new Subsidiary),
      as well as appropriate financing statements (and with respect to all property
      subject to a Mortgage, fixture filings), all in form and substance reasonably
      satisfactory to Agent (including being sufficient to grant Agent a first
      priority Lien (subject to Permitted Liens) in and to the assets of such newly
      formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and
      appropriate certificates and powers or financing statements, hypothecating
      all
      of the direct or beneficial ownership interest in such new Subsidiary, in form
      and substance reasonably satisfactory to Agent, provided,
      that in
      the case of a first tier foreign Subsidiary, such pledge made to support the
      Obligations shall not be for more than 65%
      of such
      voting ownership interest in such new Subsidiary,
      and (c)
      provide to Agent all other documentation, including one or more opinions of
      counsel reasonably satisfactory to Agent, which in its opinion is appropriate
      with respect to the execution and delivery of the applicable documentation
      referred to above (including policies of title insurance or other documentation
      with respect to all property subject to a Mortgage). Any document, agreement,
      or
      instrument executed or issued pursuant to this Section
      5.16
      shall be
      a Loan Document.

     

    
      
        
        

      

      
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    5.17 Further
      Assurances.
      At any
      time upon the request of Agent, Borrowers shall execute or deliver to Agent,
      and
      shall cause their Subsidiaries to execute or deliver to Agent, any and all
      financing statements, fixture filings, security agreements, pledges,
      assignments, endorsements of certificates of title, mortgages, deeds of trust,
      opinions of counsel, and all other documents (collectively, the "Additional
      Documents")
      that
      Agent may reasonably request in form and substance reasonably satisfactory
      to
      Agent, to create, perfect, and continue perfected or to better perfect the
      Agent's Liens in all of the properties and assets of Borrowers and their
      Subsidiaries (whether now owned or hereafter arising or acquired, tangible
      or
      intangible, real or personal), to create and perfect Liens in favor of Agent
      in
      any Real Property acquired by Borrowers or their Subsidiaries after the Closing
      Date, and in order to fully consummate all of the transactions contemplated
      hereby and under the other Loan Documents. To the maximum extent permitted
      by
      Applicable Law, Loan Parties authorize Agent to execute any such Additional
      Documents in Loan Parties' or their Subsidiaries' names, as applicable, and
      authorizes Agent to file such executed Additional Documents in any appropriate
      filing office. 

     

    5.18 Organizational
      ID Number; Commercial Tort Claims .
      As
      promptly as practicable, but in any event within 5 days, (i) upon obtaining
      an organizational identification number (to the extent that any Loan Party
      has
      not been issued such number on or prior to the Closing Date), notify Agent
      in
      writing and deliver an updated Schedule
      4.7(c),
      and
      (ii) upon obtaining any commercial tort claim that would have been required
      to
      be disclosed to Agent under this Agreement and the other Loan Documents if
      it
      existed as of the Closing Date, deliver an updated Schedule
      4.7(d)
      and the
      other documents required under the Security Agreement.

     

    5.19 Material
      Contracts.
      Contemporaneously with the delivery of each Compliance Certificate pursuant
      hereto, provide Agent with copies of (a) each Material Contract entered into
      since the delivery of the previous Compliance Certificate, and (b) each material
      amendment or modification of any Material Contract entered into since the
      delivery of the previous Compliance Certificate.

     

    5.20 Obtaining
      Permits, Etc. 
      Obtain,
      maintain and preserve and take all necessary action to timely renew, all
      permits, licenses, authorizations, approvals, entitlements and accreditations
      that if
      not
      obtained, maintained or preserved could reasonably be expected to result in
      a
      Material Adverse Change.

     

    5.21 Copyrights .
      On
      and
      after thirty (30) days after the Closing Date,
      maintain
      registered at all times with the United States Copyright Office the
      set
      or collection of copyrights relating to each version of each videogame title
      of
      the Parent and its Subsidiaries constituting the
      Required Library (other
      than (i) any copyrights used in connection with a videogame title of the Parent
      and its Subsidiaries that was released more than two years prior to the Closing
      Date (except the copyrights used in connection with Grand Theft Auto: San
      Andreas, which will be registered) and (ii) any re-issuances of videogame titles
      for which such copyrights are already registered),
      and
      cause to be prepared, executed, and delivered to Agent, a supplement to the
      Copyright Security Agreement reflecting the security interest of Agent in such
      copyrights, which shall be in form and content suitable for registration with
      the United States Copyright Office so as to give constructive notice of the
      transfer by the applicable Loan Parties to Agent of a security interest in
      such
      copyrights.

     

    
      
        
        

      

      
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    5.22 Payments
      Current .
      Make
      all royalty and other payments due and payable under each material licensing
      agreement with respect to a Material Videogame Franchise (including, without
      limitation, the Platform Licenses) prior to the time when the other party
      thereto may terminate any such licensing agreement.

     

    5.23 Control
      Agreements.
      Within
      30
      days after the Closing Date, the Loan Parties shall deliver to Agent fully
      executed Cash Management Agreements and Control Agreements for the Loan Parties'
      bank accounts as required under this Agreement, in each case, in form and
      substance satisfactory to Agent.

     

    6. NEGATIVE
      COVENANTS.

     

    Each
      Loan
      Party covenants and agrees that, until termination of all of the Commitments
      and
      payment in full of the Obligations, Loan Parties will not and will not permit
      any of their respective Subsidiaries to do any of the following:

     

    6.1 Indebtedness.
      Create,
      incur, assume, suffer to exist, guarantee, or otherwise become or remain,
      directly or indirectly, liable with respect to any Indebtedness,
      except:

     

    (a) Indebtedness
      evidenced by this Agreement and the other Loan Documents, together with
      Indebtedness owed to Underlying Issuers with respect to Underlying Letters
      of
      Credit,

     

    (b) Indebtedness
      set forth on Schedule
      4.19
      and any
      Refinancing Indebtedness in respect of such Indebtedness,

     

    (c) Permitted
      Purchase Money Indebtedness and any Refinancing Indebtedness in respect of
      such
      Indebtedness, 

     

    (d) endorsement
      of instruments or other payment items for deposit,

     

    (e) Indebtedness
      composing Permitted Investments,

     

    (f) Indebtedness
      consisting of unsecured intercompany loans and advances among Loan Parties,
      subject to the terms and provisions of the Intercompany Subordination
      Agreement,

     

    (g) Subordinated
      Indebtedness,

     

    (h) Indebtedness
      in respect of obligations under non-speculative Hedge Agreements entered into
      in
      the ordinary course of business in accordance with this Agreement and solely
      for
      hedging purposes, 

     

    (i) 
      unsecured Indebtedness of Loan Parties that is incurred on the date of the
      consummation of a Permitted Non-Cash Acquisition solely for the purpose of
      consummating such Permitted Non-Cash Acquisition so long as (i) no Event of
      Default has occurred and is continuing or would result therefrom, (ii) such
      unsecured Indebtedness is not incurred for working capital purposes, (iii)
      such
      unsecured Indebtedness does not mature prior to the date that is 12 months
      after
      the Maturity Date, and (iv) such Indebtedness is subordinated in right of
      payment to the Obligations on terms and conditions reasonably satisfactory
      to
      Agent; and

     

    (j) unsecured
      Indebtedness of Loan Parties in respect of any contingent earn-out obligations
      incurred in connection with a Permitted Acquisition that are subordinated in
      right of payment to the Obligations on terms and conditions reasonably
      satisfactory to Agent;

     

    
      
        
        

      

      
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    (k) unsecured
      Indebtedness of any Loan Party other than the Indebtedness set forth in clauses
      (a) through (j) above in an aggregate principal amount not to exceed $25,000,000
      at any time outstanding.

     

    6.2 Liens.
      Create,
      incur, assume, or suffer to exist, directly or indirectly, any Lien on or with
      respect to any of its assets, of any kind, whether now owned or hereafter
      acquired, or any income or profits therefrom, except for Permitted
      Liens.

     

    6.3 Restrictions
      on Fundamental Changes.

     

    (a) Other
      than as a result of a Permitted Merger or in order to consummate a Permitted
      Acquisition, enter into any merger, consolidation, reorganization, or
      recapitalization, or reclassify its Stock,

     

    (b) Other
      than as a result of a Permitted Merger, liquidate, wind up, or dissolve itself
      (or suffer any liquidation or dissolution); provided,
      that
      (i) any Excluded Foreign Subsidiary may be wound-up, dissolved or liquidated
      if
      such wind-up, dissolution or liquidation would not reasonably be expected to
      result in a Material Adverse Change and (ii) any "shell" Subsidiary or Inactive
      Subsidiary may be wound-up, dissolved or liquidated so long as any assets of
      such "shell" Subsidiary or Inactive Subsidiary at the time of such wind-up,
      dissolution or liquidation are transferred to a Borrower,

     

    (c) Other
      than as a result of a Permitted Merger or as set forth on Schedule 6.3, suspend
      or go out of a substantial portion of its or their business. 

     

    6.4 Disposal
      of Assets.
      Other
      than Permitted Dispositions and Permitted Mergers, convey, sell, lease, license,
      assign, transfer, or otherwise dispose of (or enter into an agreement to convey,
      sell, lease, license, assign, transfer, or otherwise dispose of) any of the
      assets of any Loan Party or any Subsidiary of a Loan Party.

     

    6.5 Change
      Name.
      Change
      any Loan Party's or any of its Subsidiaries' name, organizational identification
      number, state of organization or organizational identity; provided,
      however,
      that a
      Loan Party or a Subsidiary of a Loan Party may change its name upon at least
      10
      Business Days prior written notice by Administrative Borrower to Agent of such
      change and so long as, at the time of such written notification, such Loan
      Party
      or such Subsidiary provides any financing statements necessary to perfect and
      continue perfected the Agent's Liens.

     

    6.6 Nature
      of Business.
      Make
      any
      change in the nature of their business as described in Schedule
      6.6
      or
      acquire any properties or assets that are not reasonably related to the conduct
      of such business activities.

     

    6.7 Prepayments
      and Amendments.
      Except
      in
      connection with Refinancing Indebtedness permitted by Section
      6.1,

     

    (a) optionally
      prepay, redeem, defease, purchase, or otherwise acquire any Subordinated
      Indebtedness or any other Indebtedness of any Loan Party or any Subsidiary
      of a
      Loan Party, other than the Obligations in accordance with this Agreement and
      intercompany Indebtedness permitted to be incurred and paid in accordance with
      the terms of this Agreement and the Intercompany Subordination
      Agreement,

     

    (b) make
      any
      payment on account of Indebtedness that has been contractually subordinated
      in
      right of payment to the Obligations if such payment is not permitted at such
      time under the applicable subordination terms and conditions,

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (c) except
      as
      expressly permitted by Section 6.1, directly or indirectly, amend, modify,
      alter, increase, or change in any material respect any of the payment or other
      material terms or conditions of (i) any agreement, instrument, document,
      indenture, or other writing evidencing or concerning Indebtedness permitted
      under Section
      6.1(b)
      or
(c),
      (f),
      (g),
      (i) or
(j)
      or (ii)
      any other Material Contract except to the extent that such amendment,
      modification, alteration, increase, or change could not, individually or in
      the
      aggregate, reasonably be expected to result in a Material Adverse Change,
      or

     

    (d) amend,
      modify or otherwise change its Governing Documents, including, without
      limitation, by the filing or modification of any certificate of
      designation,
      except
      any such amendments, modifications or changes pursuant to this paragraph (d)
      that, either individually or in the aggregate, could not be reasonably likely
      to
      result in a Material Adverse Change.

     

    6.8 Change
      of Control.
      Cause,
      permit, or suffer, directly or indirectly, any Change of Control.

     

    6.9 Consignments.
      Consign
      any of their Inventory or sell any of their Inventory on bill and hold, sale
      or
      return, sale on approval, or other conditional terms of sale,
      except
      for Inventory with an aggregate value not in excess of $15,000,000.

     

    6.10 Distributions.
      Other
      than Permitted Distributions, make any distribution or declare or pay any
      dividends (in cash or other property, other than common Stock) on, or purchase,
      acquire, redeem, or retire any of any Loan Party's Stock, of any class, whether
      now or hereafter outstanding;
      provided,
      however,
      notwithstanding the foregoing, repurchases by Parent of its issued and
      outstanding shares of common Stock through open market purchases pursuant to
      a
      publicly announced common stock repurchase program shall be permitted hereunder
      so long as (A) immediately before and after such repurchase, no Event of Default
      shall have occurred and be continuing, and (B) the average amount of Liquidity
      for the prior 30 day period and the amount of Liquidity immediately after such
      repurchase is not less than $75,000,000.

     

    6.11 Accounting
      Methods.
      Modify
      or
      change their method of accounting (other than as may be required to conform
      to
      GAAP) in any material respect. 

     

    6.12 Investments.
      Except
      for Permitted Investments, directly or indirectly, make or acquire any
      Investment or incur any liabilities (including contingent obligations) for
      or in
      connection with any Investment; provided,
      however,
      that
      Administrative Borrower and its Subsidiaries shall not have Permitted
      Investments (other than in the Cash Management Accounts) in Deposit Accounts
      or
      Securities Accounts, at anytime, in any individual account in excess of $150,000
      or $1,500,000 in the aggregate for all such accounts unless
      Administrative Borrower or its Subsidiary, as applicable, and the applicable
      securities intermediary or bank have entered into Control Agreements governing
      such Permitted Investments in order to perfect (and further establish) the
      Agent's Liens in such Permitted Investments. Subject to the foregoing proviso,
      Loan Parties shall not and shall not permit their Subsidiaries to establish
      or
      maintain any Deposit Account or Securities Account unless Agent shall have
      received a Control Agreement in respect of such Deposit Account or Securities
      Account.

     

    6.13 Transactions
      with Affiliates.
      Directly
      or indirectly enter into or permit to exist any transaction with any Affiliate
      of any Loan Party or any Subsidiary of a Loan Party except for:

     

    (a) transactions
      (other the payment of management, consulting, monitoring, or advisory fees)
      between
      Loan Parties or their Subsidiaries, on the one hand, and any Affiliate of Loan
      Parties or their Subsidiaries, on the other hand, so long as such transactions
      (i) are upon fair and reasonable terms, (ii) are fully disclosed to
      Agent if they involve one or more payments by any Loan Party or any of
      Subsidiary of a Loan Party in excess of $25,000,000 for any single transaction
      or series of transactions, and (iii) are no less favorable to Loan Parties
      or their Subsidiaries, as applicable, than would be obtained in an arm's length
      transaction with a non-Affiliate; provided,
      that
      the foregoing shall not prohibit transactions or transfers of assets between
      or
      among any Loan Parties; 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (b) transactions
      permitted under this Agreement, including Section
      6.14
      of this
      Agreement;

     

    (c) transactions
      between or among Parent and any of its Subsidiaries (including any Excluded
      Foreign Subsidiary) in the ordinary course of business consisting of (i)
      transfer pricing, including the transfer of costs and royalty charges, and
      (ii)
      loans and advances from any Subsidiary of Parent that is not a Loan Party to
      a
      Loan Party; provided,
      that in
      the case of a loan or advance from any Subsidiary of Parent that is not a Loan
      Party to a Loan Party, repayment of such loan or advance may only be made if
      the
      following conditions are satisfied: (x) no Event of Default has occurred and
      is
      continuing before and after such payment is made, (y) the average amount of
      Liquidity for the prior 30 day period and the amount of Liquidity immediately
      after such payment is not less than $40,000,000, and (z) after giving effect
      to
      all transfers between Loan Parties and their Subsidiaries on and after the
      Closing Date, Parent and its domestic Subsidiaries must be a "net borrower"
      from
      Parent's Subsidiaries that are not Loan Parties; and

     

    (d) the
      payment of actual fees, compensation, or employee benefit arrangements to,
      and
      any indemnity provided for the benefit of, officers or directors of Parent
      in
      the ordinary course of business and consistent with past practice.

     

    6.14 Use
      of Proceeds.
      Use
      the
      proceeds of the Advances for any purpose other than (a) on the Closing Date,
      to
      pay transactional fees, costs, and expenses incurred in connection with this
      Agreement, the other Loan Documents, and the transactions contemplated hereby
      and thereby, (b) the payment of Indebtedness to certain foreign Subsidiaries
      of
      Parent in the aggregate amount of $10,000,000, and (c) thereafter, consistent
      with the terms and conditions hereof, for working capital, Capital Expenditures,
      general corporate needs of Borrowers and for other lawful and permitted
      purposes.

     

    6.15 Inventory
      and Equipment with Bailees.
      Store
      the
      Inventory or Equipment of Loan Parties or their Subsidiaries at any time now
      or
      hereafter with a bailee, warehouseman, or similar party.

     

    6.16 Financial
      Covenants.

     

    (a) Interest
      Coverage Ratio. From
      and
      after October 31, 2007, to the extent the average Liquidity for the preceding
      thirty day period is less than $30,000,000, have an Interest Coverage Ratio
      of
      less than 1.0:1.0 for the trailing twelve month period at the end of the most
      recent quarter.

     

    (b) Capital
      Expenditures. To
      the
      extent the average Liquidity for the preceding thirty day period is less than
      $30,000,000, make Capital Expenditures in any fiscal year in excess of
      $35,000,000.
      Anything
      to the foregoing notwithstanding, (i) in the event that the amount of Capital
      Expenditures permitted to be made by the Borrowers and their respective
      Subsidiaries pursuant to hereto in any period (before giving effect to any
      increase in such permitted expenditure amount pursuant to clause (i)) is greater
      than the amount of such Capital Expenditures actually made by the Parent and
      its
      Subsidiaries during such fiscal year, such excess may be carried forward and
      utilized to make Capital Expenditures in the succeeding year in an aggregate
      amount equal to 100% of such excess amount, (ii) Capital Expenditures made
      pursuant to this Section
      6.16(b)
      during
      any fiscal year shall be deemed made first,
      in
      respect of amounts permitted for such fiscal year as provided above (without
      giving effect to amounts carried over from any prior fiscal year pursuant to
      clause (i) above) and second,
      in
      respect of the excess amount carried over from any prior fiscal year pursuant
      to
      clause (i) above and (iii) the amount of Capital Expenditures made with the
      insurance proceeds received by Parent or its Subsidiaries from any casualty
      or
      taking used to replace or restore any properties or assets in respect of which
      such proceeds were paid shall not reduce the amounts set forth above to the
      extent such insurance proceeds are not required to be applied to prepay the
      Obligations pursuant to Section 2.4(c) or Section 5.8.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    6.17 Lines
      of Business.
      Enter
      into any business, either directly or through any Subsidiary, except for those
      businesses in which the Loan Parties and their Subsidiaries are engaged on
      the
      Closing Date or that are reasonably related thereto or that are reasonable
      extensions thereof.

     

    6.18 Inactive
      Subsidiaries.
      Permit
      any Inactive Subsidiary to (i) acquire or hold any material assets in excess
      of
      $500,000, (ii) have any operations, or (iii) have any material liabilities;
      provided,
      that
      (A) the aggregate amount of all assets (excluding goodwill and unsecured
      intercompany receivables) of the Inactive Subsidiaries shall not exceed
      $5,000,000 and (B) the aggregate amount of all liabilities of the Inactive
      Subsidiaries shall not exceed $5,000,000 (excluding intercompany payables);
      provided,
      further,
      however,
      that a
      Loan Party may permit an Inactive Subsidiary to hold assets, have operations
      or
      have material liabilities if each such Inactive Subsidiary executes the
      applicable documents pursuant to Section
      5.16
      whereby
      such Inactive Subsidiary becomes a Loan Party hereunder.

     

     

    7. EVENTS
      OF DEFAULT.

     

    Any
      one
      or more of the following events shall constitute an event of default (each,
      an
      "Event
      of Default")
      under
      this Agreement:

     

    7.1 If
      Borrowers fail to pay when due and payable, or when declared due and payable,
      (a) all or any portion of the Obligations consisting of interest, fees, or
      charges due the Lender Group, reimbursement of Lender Group Expenses, or other
      amounts (other than any portion thereof constituting principal) constituting
      Obligations, and such failure continues for a period of 3 Business Days, or
      (b)
      all or any portion of the principal of the Obligations; provided,
      however,
      that in
      the case of Overadvances that are caused by charging of interest, fees or Lender
      Group Expenses to the Loan Account, such event shall not constitute an Event
      of
      Default if, within 3 Business Days of its receipt of telephonic notice of such
      Overadvance, Borrowers eliminate such Overadvance;

     

    7.2 If
      any
      Loan Party or any Subsidiary of any Loan
      Party

     

    (a) fails
      to
      perform or observe any term, provision, condition, covenant or other agreement
      contained in any of Sections
      2.7,
      5.2,
      5.3,
      5.5,
      5.8,
      5.12,
      5.14,
      5.16,
      5.17,
      5.21,
      5.22,
      and
6.1
      through
6.18
      of this
      Agreement or Section 6 of the Security Agreement;

     

    (b) fails
      to
      perform or observe any covenant or other agreement contained in any of
Sections
      5.6,
      5.7,
      5.9,
      5.10,
      5.11,
      5.15,
      5.18,
      5.19,
      5.20
      and
5.23
      of this
      Agreement and such failure continues for a period of 20 days after the earlier
      of (i) the date on which such failure shall first become known to any officer
      of
      any Loan Party or (ii) written notice thereof is given to Administrative
      Borrower by Agent; or

     

    (c) fails
      to
      perform or observe any covenant or other agreement contained in this Agreement,
      or in any of the other Loan Documents, in each case, other than any such
      covenant or agreement that is the subject of another provision of this
Section
      7
      (in
      which event such other provision of this Section
      7
      shall
      govern), and such failure continues for a period of 30 days after the earlier
      of
      (i) the date on which such failure shall first become known to any officer
      of
      any Loan Party or (ii) written notice thereof is given to Administrative
      Borrower by Agent;

     

    7.3 If
      any
      material portion of the assets of any Loan Party or any of its Subsidiaries',
      taken as a whole, is attached, seized, subjected to a writ or distress warrant,
      or is levied upon, or comes into the possession of any third Person and the
      same
      is not discharged before the earlier of 30 days after the date it first arises
      or 5 days prior to the date on which such property or asset is subject to
      forfeiture by such Loan Party or the applicable Subsidiary;

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    7.4 If
      an
      Insolvency Proceeding is commenced by any Loan Party or any Subsidiary of a
      Loan
      Party;

     

    7.5 If
      an
      Insolvency Proceeding is commenced against any Loan Party or any Subsidiary
      of a
      Loan Party, and any of the following events occur: (a) the applicable Loan
      Party
      or Subsidiary consents to the institution of such Insolvency Proceeding against
      it, (b) the petition commencing the Insolvency Proceeding is not timely
      controverted, (c) the petition commencing the Insolvency Proceeding is not
      dismissed within 60 calendar days of the date of the filing thereof, (d) an
      interim trustee is appointed to take possession of all or any substantial
      portion of the properties or assets of, or to operate all or any substantial
      portion of the business of, any Loan Party or any Subsidiary of a Loan Party,
      or
      (e) an order for relief shall have been issued or entered therein;

     

    7.6 If
      any
      Loan Party is enjoined, restrained, or in any way prevented by court order
      from
      continuing to conduct all or any material part of the business affairs of the
      Loan Parties taken as a whole;

     

    7.7 If
      one or
      more judgments, orders, or awards involving an aggregate amount of the Maximum
      Judgment Amount or more (except to the extent fully covered by insurance
      pursuant to which the insurer has accepted liability therefor in writing) shall
      be entered or filed against any Loan Party or any Subsidiary of any Loan Party
      or with respect to any of their respective assets, and the same is not released,
      discharged, bonded against, or stayed pending appeal before the earlier of
      30
      days after the date it first arises or 5 days prior to the date on which such
      asset is subject to being forfeited by the applicable Loan Party or the
      applicable Subsidiary.
      Maximum
      Judgment Amount shall mean $10,000,000, provided that the Maximum Judgment
      Amount may be increased up to but not exceeding $50,000,000 if, at the time
      of
      entry of such judgment, the Loan Parties have Liquidity in amount equal to
      at
      least the sum of (x) $25,000,000 and (y) $625 of Liquidity for each $1,000
      by
      which the Maximum Judgment Amount exceeds $10,000,000.

     

    7.8 If
      there
      is a default in one or more agreements to which any Loan Party or any Subsidiary
      of a Loan Party is a party with one or more third Persons relative to
      Indebtedness of any Loan Party or any Subsidiary of any Loan Party involving
      an
      aggregate amount of $5,000,000 or more, and such default (i) occurs at the
      final maturity of the obligations thereunder, or (ii) results in a right by
      such third Person(s), irrespective of whether exercised, to accelerate the
      maturity of the applicable Loan Party's or Subsidiary's obligations
      thereunder;

     

    7.9 If
      any
      warranty, representation, statement, or Record made herein or in any other
      Loan
      Document or delivered to Agent or any Lender in connection with this Agreement
      or any other Loan Document proves to be untrue in any material respect (except
      that such materiality qualifier shall not be applicable to any representations
      and warranties that already are qualified or modified by materiality in the
      text
      thereof) as of the date of issuance or making or deemed making thereof;


     

    7.10 If
      the
      obligation of any Guarantor under the Guaranty is limited or terminated by
      operation of Law or by such Guarantor; 

     

    7.11 If
      the
      Security Agreement or any other Loan Document that purports to create a Lien,
      shall, for any reason, fail or cease to create a valid and perfected and, except
      to the extent permitted by the terms hereof or thereof, first priority Lien
      on
      or security interest in Collateral with a fair market value in excess of
      $500,000 covered hereby or thereby, except as a result of a disposition of
      the
      applicable Collateral in a transaction permitted under this Agreement;


     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    7.12 Any
      provision of any Loan Document shall at any time for any reason be declared
      to
      be null and void, or the validity or enforceability thereof shall be contested
      by any Loan Party or any Subsidiary of a Loan Party, or a proceeding shall
      be
      commenced by any Loan Party or any Subsidiary of a Loan Party, or by any
      Governmental Authority having jurisdiction over any Loan Party or any Subsidiary
      of a Loan Party, seeking to establish the invalidity or unenforceability
      thereof, or any Loan Party or any Subsidiary of a Loan Party shall deny that
      it
      has any liability or obligation purported to be created under any Loan
      Document;

     

    7.13 The
      indictment of any Loan Party or any of its Subsidiaries under any criminal
      statute, or commencement of criminal or civil proceedings against any Loan
      Party
      or any of its Subsidiaries, pursuant to which statute or proceedings the
      penalties or remedies sought or available include forfeiture to any Governmental
      Authority of any portion of the property of such Person which would result
      in a
      Material Adverse Change; or

     

    7.14 If
      (A)
      any Loan Party is in default under a Platform License with respect to a Material
      Videogame Franchise and fails to cure such default within the applicable cure
      period, if any, set forth in such Platform License or a Platform License with
      respect to a Material Videogame Franchise is terminated by the Platform License
      licensor prior to the expiration of the applicable term as a result of a default
      by a Loan Party; (B) the licensor under a Platform License does not approve,
      or
      ceases production of, a videogame projected by Loan Parties to be one of the
      top
      five selling games during a year (excluding (i) any videogame title that has
      not
      been released and for which there is no Eligible Inventory or Eligible Accounts
      at such time or (ii) any failure to approve or cessation that does not last
      for
      more than 90 days; provided that the Loan Parties are engaged in good faith
      negotiations with the applicable Platform License operator to resolve such
      failure to approve or cessation in production); or (C) if any Loan Party is
      in
      default and fails to cure such default within the applicable cure period, if
      any, under a license (other than a license (x) not material or integral to
      the
      operation or value of a Material Videogame Franchise, taken as whole, or (y)
      for
      which such default does not cause or result in the loss of sales in excess
      of
      $1,000,000 in any calendar year or $5,000,000 in the aggregate) associated
      with
      a Material Videogame Franchise or such a license under which any Loan Party
      is a
      party and that is associated with a Material Videogame Franchise is terminated
      by the licensor prior to the expiration of the applicable term of such license
      as a result of a default by a Loan Party (other than a license (x) not material
      or integral to the operation or value of a Material Videogame Franchise, taken
      as whole, or (y) for which such termination does not cause or result in the
      loss
      of sales in excess of $1,000,000 in any calendar year or $5,000,000 in the
      aggregate).

     

    
      	8.	
              THE
                LENDER GROUP'S RIGHTS AND
                REMEDIES.

            


    

     

    8.1 Rights
      and Remedies.
      Upon
      the
      occurrence, and during the continuation, of an Event of Default, the Required
      Lenders (at their election but without notice of their election and without
      demand) may authorize and instruct Agent to do any one or more of the following
      on behalf of the Lender Group (and Agent, acting upon the instructions of the
      Required Lenders, shall do the same on behalf of the Lender Group), all of
      which
      are authorized by Loan Parties:

     

    (a) Declare
      all or any portion of the Obligations, whether evidenced by this Agreement,
      by
      any of the other Loan Documents, or otherwise, immediately due and
      payable;

     

    (b) Cease
      advancing money or extending credit to or for the benefit of Borrowers under
      this Agreement, under any of the Loan Documents, or under any other agreement
      between Borrowers and the Lender Group;

     

    (c) Terminate
      this Agreement and any of the other Loan Documents as to any future liability
      or
      obligation of the Lender Group, but without affecting any of the Agent's Liens
      in the Collateral and without affecting the Obligations; and

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (d) The
      Lender Group shall have all other rights and remedies available at Law or in
      equity or pursuant to any other Loan Document.

     

    The
      foregoing to the contrary notwithstanding, upon the occurrence of any Event
      of
      Default described in Section
      7.4
      or
Section
      7.5,
      in
      addition to the remedies set forth above, without any notice to any Loan Party
      or any other Person or any act by the Lender Group, the Commitments shall
      automatically terminate and the Obligations then outstanding, together with
      all
      accrued and unpaid interest thereon and all fees and all other amounts due
      under
      this Agreement and the other Loan Documents, shall automatically and immediately
      become due and payable, without presentment, demand, protest, or notice of
      any
      kind, all of which are expressly waived by each Loan Party.

     

    8.2 Remedies
      Cumulative.
      The
      rights and remedies of the Lender Group under this Agreement, the other Loan
      Documents, and all other agreements shall be cumulative. The Lender Group shall
      have all other rights and remedies not inconsistent herewith as provided under
      the Code, by Law, or in equity. No exercise by the Lender Group of one right
      or
      remedy shall be deemed an election, and no waiver by the Lender Group of any
      Event of Default shall be deemed a continuing waiver. No delay by the Lender
      Group shall constitute a waiver, election, or acquiescence by it.

     

    
      	9.	
              TAXES
                AND EXPENSES.

            


    

     

    If
      any
      Loan Party or its Subsidiaries fail to pay any monies (whether taxes,
      assessments, insurance premiums, or, in the case of leased properties or assets,
      rents or other amounts payable under such leases, except such taxes or
      assessments that are the subject of a Permitted Protest or are not in excess
      of
      $2,000,000 in the aggregate) due to third Persons, or fails to make any deposits
      or furnish any required proof of payment or deposit, all as required under
      the
      terms of this Agreement, then, Agent, in its sole discretion and without prior
      notice to any Loan Party, may do any or all of the following: (a) make payment
      of the same or any part thereof, (b) set up such reserves against the Borrowing
      Base or the Maximum Revolver Amount as Agent deems necessary to protect the
      Lender Group from the exposure created by such failure, or (c) in the case
      of
      the failure to comply with Section
      5.8
      hereof,
      obtain and maintain insurance policies of the type described in Section
      5.8
      and take
      any action with respect to such policies as Agent deems prudent. Any such
      amounts paid by Agent shall constitute Lender Group Expenses and any such
      payments shall not constitute an agreement by the Lender Group to make similar
      payments in the future or a waiver by the Lender Group of any Event of Default
      under this Agreement. Agent need not inquire as to, or contest the validity
      of,
      any such expense, tax, or Lien and the receipt of the usual official notice
      for
      the payment thereof shall be conclusive evidence that the same was validly
      due
      and owing.

     

    
      	10.	
              WAIVERS;
                INDEMNIFICATION.

            


    

     

    10.1 Demand;
      Protest; etc. Each
      Loan
      Party waives demand, protest, notice of protest, notice of default or dishonor,
      notice of payment and nonpayment, nonpayment at maturity, release, compromise,
      settlement, extension, or renewal of documents, instruments, chattel paper,
      and
      guarantees at any time held by the Lender Group on which any such Loan Party
      may
      in any way be liable.

     

    10.2 The
      Lender Group's Liability for Collateral.
      Each
      Loan
      Party hereby agrees that: (a) so long as Agent complies with its obligations,
      if
      any, under the Code, the Lender Group shall not in any way or manner be liable
      or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or
      damage thereto occurring or arising in any manner or fashion from any cause,
      (iii) any diminution in the value thereof, or (iv) any act or default of any
      carrier, warehouseman, bailee, forwarding agency, or other Person, and (b)
      all
      risk of loss, damage, or destruction of the Collateral shall be borne by Loan
      Parties.

     

    10.3 Indemnification.
      Each
      Loan
      Party shall pay, indemnify, defend, and hold the Agent-Related Persons, the
      Lender-Related Persons, and each Participant (each, an "Indemnified
      Person")
      harmless (to the fullest extent permitted by Law) from and against any and
      all
      claims, demands, suits, actions, investigations, proceedings, liabilities,
      fines, costs, penalties, and damages, and all reasonable fees and disbursements
      of attorneys, experts, or consultants and all other costs and expenses actually
      incurred in connection therewith or in connection with the enforcement of this
      indemnification (as and when they are incurred and irrespective of whether
      suit
      is brought), at any time asserted against, imposed upon, or incurred by any
      of
      them (a) in connection with or as a result of or related to the execution,
      delivery, enforcement, performance, or administration (including any
      restructuring or workout with respect hereto) of this Agreement, any of the
      other Loan Documents, or the transactions contemplated hereby or thereby or
      the
      monitoring of Loan Parties' and their Subsidiaries' compliance with the terms
      of
      the Loan Documents, (b) with respect to any investigation, litigation, or
      proceeding related to this Agreement, any other Loan Document, or the use of
      the
      proceeds of the credit provided hereunder (irrespective of whether any
      Indemnified Person is a party thereto), or any act, omission, event, or
      circumstance in any manner related thereto, and (c) in connection with or
      arising out of any presence or release of Hazardous Materials at, on, under,
      to
      or from any assets or properties owned, leased or operated by Parent or any
      of
      its Subsidiaries or any Environmental Actions, Environmental Liabilities and
      Costs or Remedial Actions related in any way to any such assets or properties
      of
      Parent or any of its Subsidiaries (each and all of the foregoing, the
      "Indemnified
      Liabilities").
      The
      foregoing to the contrary notwithstanding, Loan Parties shall have no obligation
      to any Indemnified Person under this Section
      10.3
      with
      respect to any Indemnified Liability that a court of competent jurisdiction
      finally determines to have resulted from the gross negligence or willful
      misconduct of such Indemnified Person. This provision shall survive the
      termination of this Agreement and the repayment of the Obligations. If any
      Indemnified Person makes any payment to any other Indemnified Person with
      respect to an Indemnified Liability as to which Borrowers were required to
      indemnify the Indemnified Person receiving such payment, the Indemnified Person
      making such payment is entitled to be indemnified and reimbursed by Loan Parties
      with respect thereto. WITHOUT
      LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON
      WITH
      RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY
      OR
      ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF
      ANY
      OTHER PERSON. The
      foregoing notwithstanding, this provision shall not apply to any taxes, levies,
      imposts, duties, fees, assessments or other charges of whatever nature now
      or
      hereafter imposed by any jurisdiction or by any political subdivision or taxing
      authority thereof or therein in connection with Section 16 hereof.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      	11.	
              NOTICES.

            


    

     

    Unless
      otherwise provided in this Agreement, all notices or demands by Loan Parties
      or
      Agent to the other relating to this Agreement or any other Loan Document shall
      be in writing and (except for financial statements and other informational
      documents which may be sent by first-class mail, postage prepaid) shall be
      personally delivered or sent by registered or certified mail (postage prepaid,
      return receipt requested), overnight courier, electronic mail (at such email
      addresses as Administrative Borrower or Agent, as applicable, may designate
      to
      each other in accordance herewith), or telefacsimile to Loan Parties in care
      of
      Administrative Borrower or to Agent, as the case may be, at its address set
      forth below:

     

    
      	
              If
                to Administrative Borrower:

            	
              Take-Two
                Interactive Software, Inc.

            
	 	
              622
                Broadway

            
	 	
              New
                York, New York 10012

            
	 	
              Attn:
                Chief Financial Officer

            
	 	
              Fax
                No.: (646) 536-2923

            
	 	 
	
              with
                copies to:

            	
              Proskauer
                Rose LLP

            
	 	
              1585
                Broadway

            
	 	
              New
                York, New York 10036

            
	 	
              Attn:
                Adam L. Kansler, Esq.

            
	 	
              Fax
                No.: (212) 969-2900

            
	 	 


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Agent:

            	
              WELLS
                FARGO FOOTHILL, INC.

            
	 	
              One
                Boston Place

            
	 	
              18th
                Floor

            
	 	
              Boston,
                Massachusetts 02108

            
	 	
              Attn:
                Business Finance Manager

            
	 	
              Fax
                No.: (617) 523-1697

            
	 	 
	
              with
                copies to:

            	
              SCHULTE
                ROTH & ZABEL LLP

            
	 	
              919
                Third Avenue

            
	 	
              New
                York, New York 10022

            
	 	
              Attn:
                Frederic L. Ragucci, Esq.

            
	 	
              Fax
                No.: (212) 593-5955

            


    

     

    Agent
      and
      Loan Parties may change the address at which they are to receive notices
      hereunder, by notice in writing in the foregoing manner given to the other
      party. All notices or demands sent in accordance with this Section
      11,
      other
      than notices by Agent in connection with enforcement rights against the
      Collateral under the provisions of the Code, shall be deemed received on the
      earlier of the date of actual receipt or 3 Business Days after the deposit
      thereof in the mail. Each Borrower acknowledges and agrees that notices sent
      by
      the Lender Group in connection with the exercise of enforcement rights against
      Collateral under the provisions of the Code shall be deemed sent when deposited
      in the mail or personally delivered, or, where permitted by Law, transmitted
      by
      telefacsimile or any other method set forth above.

     

    
      	12.	
              CHOICE
                OF LAW AND VENUE; JURY TRIAL
                WAIVER.

            


    

     

    (a) THE
      VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
      PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER
      LOAN
      DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
      AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS
      ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
      UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    (b) THE
      PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN
      THE
      STATE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED,
      HOWEVER,
      THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
      MAY
      BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
      ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY
      BE
      FOUND. EACH LOAN PARTY AND EACH MEMBER OF THE LENDER GROUP WAIVES, TO THE EXTENT
      PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
      OF FORUM NON CONVENIENS
      OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE
      WITH
      THIS SECTION
      12(b).

     

    (c) EACH
      LOAN PARTY AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVES THEIR RESPECTIVE
      RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
      OUT
      OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,
      INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
      COMMON LAW OR STATUTORY CLAIMS. EACH LOAN PARTY AND EACH MEMBER OF THE LENDER
      GROUP REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
      VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
      COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED
      AS A
      WRITTEN CONSENT TO A TRIAL BY THE COURT.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	13.	
              ASSIGNMENTS
                AND PARTICIPATIONS;
                SUCCESSORS.

            


    

     

    13.1 Assignments
      and Participations.

     

    (a) Any
      Lender may, after consultation with the Administrative Borrower, assign and
      delegate to one or more assignees (each an "Assignee")
      that
      are Eligible Transferees all or any portion, of the Obligations, the Commitments
      and the other rights and obligations of such Lender hereunder and under the
      other Loan Documents, in a minimum amount (unless waived by the Agent) of
      $5,000,000 (except such minimum amount shall not apply to (x) an assignment
      or
      delegation by any Lender to any other Lender or an Affiliate of any Lender
      or
      (y) a group of new Lenders, each of whom is an Affiliate of each other or a
      fund
      or account managed by any such new Lender or an Affiliate of such new Lender
      to
      the extent that the aggregate amount to be assigned to all such new Lenders
      is
      at least $5,000,000); provided,
      however,
      that
      Borrowers and Agent may continue to deal solely and directly with such Lender
      in
      connection with the interest so assigned to an Assignee until (i) written notice
      of such assignment, together with payment instructions, addresses, and related
      information with respect to the Assignee, have been given to Administrative
      Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its
      Assignee have delivered to Administrative Borrower and Agent an Assignment
      and
      Acceptance and Agent has notified the assigning Lender of its receipt thereof
      in
      accordance with Section
      13.1(b),
      and
      (iii) unless waived by the Agent, the assigning Lender or Assignee has paid
      to
      Agent for Agent's separate account a processing fee in the amount of $3,500.
      Anything contained herein to the contrary notwithstanding, the payment of any
      fees shall not be required and the Assignee need not be an Eligible Transferee
      if such assignment is in connection with any merger, consolidation, sale,
      transfer, or other disposition of all or any substantial portion of the business
      or loan portfolio of the assigning Lender.

     

    (b) From
      and
      after the date that Agent notifies the assigning Lender (with a copy to
      Administrative Borrower) that it has received an executed Assignment and
      Acceptance and, if applicable, payment of the required processing fee, (i)
      the
      Assignee thereunder shall be a party hereto and, to the extent that rights
      and
      obligations hereunder have been assigned to it pursuant to such Assignment
      and
      Acceptance, shall have the rights and obligations of a Lender under the Loan
      Documents, and (ii) the assigning Lender shall, to the extent that rights and
      obligations hereunder and under the other Loan Documents have been assigned
      by
      it pursuant to such Assignment and Acceptance, relinquish its rights (except
      with respect to Section
      10.3
      hereof)
      and be released from any future obligations under this Agreement (and in the
      case of an Assignment and Acceptance covering all or the remaining portion
      of an
      assigning Lender's rights and obligations under this Agreement and the other
      Loan Documents, such Lender shall cease to be a party hereto and thereto),
      and
      such assignment shall effect a novation among Loan Parties, the assigning
      Lender, and the Assignee; provided,
      however,
      that
      nothing contained herein shall release any assigning Lender from obligations
      that survive the termination of this Agreement, including such assigning
      Lender's obligations under Section
      15
      and
Section
      18.9(a)
      of this
      Agreement.

     

    (c) By
      executing and delivering an Assignment and Acceptance, the assigning Lender
      thereunder and the Assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Acceptance, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or
      the execution, legality, validity, enforceability, genuineness, sufficiency
      or
      value of this Agreement or any other Loan Document furnished pursuant hereto,
      (ii) such assigning Lender makes no representation or warranty and assumes
      no
      responsibility with respect to the financial condition of Loan Parties or the
      performance or observance by Loan Parties of any of their obligations under
      this
      Agreement or any other Loan Document furnished pursuant hereto, (iii) such
      Assignee confirms that it has received a copy of this Agreement, together with
      such other documents and information as it has deemed appropriate to make its
      own credit analysis and decision to enter into such Assignment and Acceptance,
      (iv) such Assignee will, independently and without reliance upon Agent, such
      assigning Lender or any other Lender, and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit decisions in taking or not taking action under this Agreement, (v) such
      Assignee appoints and authorizes Agent to take such actions and to exercise
      such
      powers under this Agreement as are delegated to Agent, by the terms hereof,
      together with such powers as are reasonably incidental thereto, and (vi) such
      Assignee agrees that it will perform all of the obligations which by the terms
      of this Agreement are required to be performed by it as a Lender.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (d) Immediately
      upon Agent's receipt of the required processing fee, if applicable, and delivery
      of notice to the assigning Lender pursuant to Section
      13.1(b),
      this
      Agreement shall be deemed to be amended to the extent, but only to the extent,
      necessary to reflect the addition of the Assignee and the resulting adjustment
      of the Commitments arising therefrom. The Commitment allocated to each Assignee
      shall reduce such Commitments of the assigning Lender pro
      tanto.

     

    (e) Any
      Lender may at any time sell to one or more commercial banks, financial
      institutions, or other Persons (a "Participant")
      participating interests in all or any portion of its Obligations, its
      Commitment, and the other rights and interests of that Lender (the "Originating
      Lender")
      hereunder and under the other Loan Documents; provided,
      however,
      that
      (i) the Originating Lender shall remain a "Lender" for all purposes of this
      Agreement and the other Loan Documents and the Participant receiving the
      participating interest in the Obligations, the Commitments, and the other rights
      and interests of the Originating Lender hereunder shall not constitute a
      "Lender" hereunder or under the other Loan Documents and the Originating
      Lender's obligations under this Agreement shall remain unchanged, (ii) the
      Originating Lender shall remain solely responsible for the performance of such
      obligations, (iii) Loan Parties, Agent, and the Lenders shall continue to deal
      solely and directly with the Originating Lender in connection with the
      Originating Lender's rights and obligations under this Agreement and the other
      Loan Documents, (iv) no Lender shall transfer or grant any participating
      interest under which the Participant has the right to approve any amendment
      to,
      or any consent or waiver with respect to, this Agreement or any other Loan
      Document, except to the extent such amendment to, or consent or waiver with
      respect to this Agreement or of any other Loan Document would (A) extend the
      final maturity date of the Obligations hereunder in which such Participant
      is
      participating, (B) reduce the interest rate applicable to the Obligations
      hereunder in which such Participant is participating, (C) release all or
      substantially all of the Collateral or guaranties (except to the extent
      expressly provided herein or in any of the Loan Documents) supporting the
      Obligations hereunder in which such Participant is participating, (D) postpone
      the payment of, or reduce the amount of, the interest or fees payable to such
      Participant through such Lender, or (E) change the amount or due dates of
      scheduled principal repayments or prepayments or premiums, and (v) all amounts
      payable by Loan Parties hereunder shall be determined as if such Lender had
      not
      sold such participation. The rights of any Participant only shall be derivative
      through the Originating Lender with whom such Participant participates and
      no
      Participant shall have any rights under this Agreement or the other Loan
      Documents or any direct rights as to the other Lenders, Agent, Loan Parties,
      the
      Collections of Loan Parties or their Subsidiaries, the Collateral, or otherwise
      in respect of the Obligations. No Participant shall have the right to
      participate directly in the making of decisions by the Lenders among themselves.
      The provisions of this Section
      13.1(e)
      are
      solely for the benefit of the Lender Group and Loan Parties shall not have
      any
      rights as third party beneficiaries of any such provisions.

     

    (f) In
      connection with any such assignment or participation or proposed assignment
      or
      participation, a Lender may, subject to the provisions of Section
      18.9,
      disclose all documents and information which it now or hereafter may have
      relating to Loan Parties and their Subsidiaries and their respective
      businesses.

     

    (g) Any
      other
      provision in this Agreement notwithstanding, any Lender may at any time create
      a
      security interest in, or pledge, all or any portion of its rights under and
      interest in this Agreement in favor of any Federal Reserve Bank in accordance
      with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31
      CFR
§ 203.24, and such Federal Reserve Bank may enforce such pledge or security
      interest in any manner permitted under Applicable Law.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    13.2 Successors.
      This
      Agreement shall bind and inure to the benefit of the respective successors
      and
      permitted assigns of each of the parties; provided,
      however,
      that
      Loan Parties may not assign this Agreement or any rights or duties hereunder
      without the Lenders' prior written consent and any prohibited assignment shall
      be absolutely void ab
      initio.
      No
      consent to assignment by the Lenders shall release any Loan Party from its
      Obligations. A Lender may assign this Agreement and the other Loan Documents
      and
      its rights and duties hereunder and thereunder pursuant to Section 13.1
      hereof
      and, except as expressly required pursuant to Section 13.1
      hereof,
      no consent or approval by any Loan Party is required in connection with any
      such
      assignment.

     

    
      	14.	
              AMENDMENTS;
                WAIVERS.

            


    

     

    14.1 Amendments
      and Waivers.
      No
      amendment or waiver of any provision of this Agreement or any other Loan
      Document (other than Bank Product Agreements or the Fee Letter), and no consent
      with respect to any departure by Loan Parties therefrom, shall be effective
      unless the same shall be in writing and signed by the Required Lenders (or
      by
      Agent at the written request of the Required Lenders) and Administrative
      Borrower (on behalf of all Loan Parties) and then any such waiver or consent
      shall be effective, but only in the specific instance and for the specific
      purpose for which given; provided,
      however,
      that no
      such waiver, amendment, or consent shall, unless in writing and signed by all
      of
      the Lenders directly affected thereby and Administrative Borrower (on behalf
      of
      all Loan Parties), do any of the following:

     

    (a) increase
      or extend any Commitment of any Lender,

     

    (b) postpone
      or delay any date fixed by this Agreement or any other Loan Document for any
      payment of principal, interest, fees, or other amounts due hereunder or under
      any other Loan Document,

     

    (c) reduce
      the principal of, or the rate of interest on, any loan or other extension of
      credit hereunder, or reduce any fees or other amounts payable hereunder or
      under
      any other Loan Document,

     

    (d) change
      the Pro Rata Share that is required to take any action hereunder, 

     

    (e) amend
      or
      modify this Section or any provision of this Agreement providing for consent
      or
      other action by all Lenders,

     

    (f) other
      than as permitted by Section
      15.11,
      release
      Agent's Lien in and to any of the Collateral,

     

    (g) change
      the definition of "Required Lenders" or "Pro Rata Share",

     

    (h) contractually
      subordinate any of the Agent's Liens,

     

    (i) other
      than in connection with a merger, liquidation, dissolution or sale of such
      Person expressly permitted by the terms hereof or the other Loan Documents,
      release any Loan Party from
      any
      obligation for the payment of money, 

     

    (j) amend
      any
      of the provisions of Section
      2.4(b)(i) or (ii),

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (k) change
      the definition of Borrowing Base or the definitions of Eligible Accounts,
      Eligible Inventory, Maximum Revolver Amount, or change Section
      2.1(b),
      or

     

    (l) amend
      any
      of the provisions of Section
      15.

     

    and,
      provided
      further,
      however,
      that no
      amendment, waiver or consent shall, unless in writing and signed by Agent,
      Issuing Lender, or Swing Lender, as applicable, affect the rights or duties
      of
      Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement
      or
      any other Loan Document. The foregoing notwithstanding, any amendment,
      modification, waiver, consent, termination, or release of, or with respect
      to,
      any provision of this Agreement or any other Loan Document that relates only
      to
      the relationship of the Lender Group among themselves, and that does not affect
      the rights or obligations of Loan Parties, shall not require consent by or
      the
      agreement of Loan Parties.

     

    14.2 Replacement
      of Holdout Lender. 

     

    (a) If
      any
      action to be taken by the Lender Group or Agent hereunder requires the unanimous
      consent, authorization, or agreement of all Lenders, and a Lender ("Holdout
      Lender")
      fails
      to give its consent, authorization, or agreement, then Agent, upon at least
      5
      Business Days prior irrevocable notice to the Holdout Lender, may permanently
      replace the Holdout Lender with one or more substitute Lenders (each, a
      "Replacement
      Lender"),
      and
      the Holdout Lender shall have no right to refuse to be replaced hereunder.
      Such
      notice to replace the Holdout Lender shall specify an effective date for such
      replacement, which date shall not be later than 15 Business Days after the
      date
      such notice is given. If Administrative Borrower desires to replace a Holdout
      Lender and has a Lender or an Eligible Assignee that is willing to replace
      the
      Holdout Lender, Administrative Borrower shall notify Agent and, subject to
      the
      terms of this Section
      14.2,
      Agent
      shall use commercially reasonable efforts to replace the Holdout Lender with
      such Lender or Eligible Transferee. 

     

    (b) Prior
      to
      the effective date of such replacement, the Holdout Lender and each Replacement
      Lender shall execute and deliver an Assignment and Acceptance, subject only
      to
      the Holdout Lender being repaid its share of the outstanding Obligations
      (including an assumption of its Pro Rata Share of the Risk Participation
      Liability) without any premium or penalty of any kind whatsoever. If the Holdout
      Lender shall refuse or fail to execute and deliver any such Assignment and
      Acceptance prior to the effective date of such replacement, the Holdout Lender
      shall be deemed to have executed and delivered such Assignment and Acceptance.
      The replacement of any Holdout Lender shall be made in accordance with the
      terms
      of Section
      13.1.
      Until
      such time as the Replacement Lenders shall have acquired all of the Obligations,
      the Commitments, and the other rights and obligations of the Holdout Lender
      hereunder and under the other Loan Documents, the Holdout Lender shall remain
      obligated to make the Holdout Lender's Pro Rata Share of Advances and to
      purchase a participation in each Letter of Credit, in an amount equal to its
      Pro
      Rata Share of the Risk Participation Liability of such Letter of
      Credit.

     

    14.3 No
      Waivers; Cumulative Remedies.
      No
      failure by Agent or any Lender to exercise any right, remedy, or option under
      this Agreement or any other Loan Document, or delay by Agent or any Lender
      in
      exercising the same, will operate as a waiver thereof. No waiver by Agent or
      any
      Lender will be effective unless it is in writing, and then only to the extent
      specifically stated. No waiver by Agent or any Lender on any occasion shall
      affect or diminish Agent's and each Lender's rights thereafter to require strict
      performance by Loan Parties of any provision of this Agreement. Agent's and
      each
      Lender's rights under this Agreement and the other Loan Documents will be
      cumulative and not exclusive of any other right or remedy that Agent or any
      Lender may have. 

     

    
      	15.	
              AGENT;
                THE LENDER GROUP.

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    15.1 Appointment
      and Authorization of Agent.
      Each
      Lender hereby designates and appoints WFF as its representative under this
      Agreement and the other Loan Documents and each Lender hereby irrevocably
      authorizes Agent to execute and deliver each of the other Loan Documents on
      its
      behalf and to take such other action on its behalf under the provisions of
      this
      Agreement and each other Loan Document and to exercise such powers and perform
      such duties as are expressly delegated to Agent by the terms of this Agreement
      or any other Loan Document, together with such powers as are reasonably
      incidental thereto. Agent agrees to act as such on the express conditions
      contained in this Section
      15.
      The
      provisions of this Section
      15
      are
      solely for the benefit of Agent and the Lenders, and Loan Parties and their
      Subsidiaries shall have no rights as a third party beneficiary of any of the
      provisions contained herein. Any provision to the contrary contained elsewhere
      in this Agreement or in any other Loan Document notwithstanding, Agent shall
      not
      have any duties or responsibilities, except those expressly set forth herein,
      nor shall Agent have or be deemed to have any fiduciary relationship with any
      Lender, and no implied covenants, functions, responsibilities, duties,
      obligations or liabilities shall be read into this Agreement or any other Loan
      Document or otherwise exist against Agent; it being expressly understood and
      agreed that the use of the word "Agent" is for convenience only, that WFF is
      merely the representative of the Lenders, and only has the contractual duties
      set forth herein. Except as expressly otherwise provided in this Agreement,
      Agent shall have and may use its sole discretion with respect to exercising
      or
      refraining from exercising any discretionary rights or taking or refraining
      from
      taking any actions that Agent expressly is entitled to take or assert under
      or
      pursuant to this Agreement and the other Loan Documents. Without limiting the
      generality of the foregoing, or of any other provision of the Loan Documents
      that provides rights or powers to Agent, Lenders agree that Agent shall have
      the
      right to exercise the following powers as long as this Agreement remains in
      effect: (a) maintain, in accordance with its customary business practices,
      ledgers and records reflecting the status of the Obligations, the Collateral,
      the Collections of Loan Parties and their Subsidiaries, and related matters,
      (b)
      execute or file any and all financing or similar statements or notices,
      amendments, renewals, supplements, documents, instruments, proofs of claim,
      notices and other written agreements with respect to the Loan Documents, (c)
      make Advances, for itself or on behalf of Lenders as provided in the Loan
      Documents, (d) exclusively receive, apply, and distribute the Collections of
      Loan Parties and their Subsidiaries as provided in the Loan Documents, (e)
      open
      and maintain such bank accounts and cash management arrangements as Agent deems
      necessary and appropriate in accordance with the Loan Documents for the
      foregoing purposes with respect to the Collateral and the Collections of Loan
      Parties and their Subsidiaries, (f) perform, exercise, and enforce any and
      all other rights and remedies of the Lender Group with respect to Borrowers
      or
      their Subsidiaries, the Obligations, the Collateral, the Collections of Loan
      Parties and their Subsidiaries, or otherwise related to any of same as provided
      in the Loan Documents, and (g) incur and pay such Lender Group Expenses as
      Agent
      may deem necessary or appropriate for the performance and fulfillment of its
      functions and powers pursuant to the Loan Documents.

     

    15.2 Delegation
      of Duties.
      Agent
      may
      execute any of its duties under this Agreement or any other Loan Document by
      or
      through agents, employees or attorneys in fact and shall be entitled to advice
      of counsel concerning all matters pertaining to such duties. Agent shall not
      be
      responsible for the negligence or misconduct of any agent or attorney in fact
      that it selects as long as such selection was made without gross negligence
      or
      willful misconduct. 

     

    15.3 Liability
      of Agent.
      None
      of
      the Agent Related Persons shall (a) be liable for any action taken or omitted
      to
      be taken by any of them under or in connection with this Agreement or any other
      Loan Document or the transactions contemplated hereby (except for its own gross
      negligence or willful misconduct), or (b) be responsible in any manner to any
      of
      the Lenders for any recital, statement, representation or warranty made by
      any
      Borrower or any of its Subsidiaries or Affiliates, or any officer or director
      thereof, contained in this Agreement or in any other Loan Document, or in any
      certificate, report, statement or other document referred to or provided for
      in,
      or received by Agent under or in connection with, this Agreement or any other
      Loan Document, or the validity, effectiveness, genuineness, enforceability
      or
      sufficiency of this Agreement or any other Loan Document, or for any failure
      of
      any Borrower or its Subsidiaries or any other party to any Loan Document to
      perform its obligations hereunder or thereunder. No Agent-Related Person shall
      be under any obligation to any Lender to ascertain or to inquire as to the
      observance or performance of any of the agreements contained in, or conditions
      of, this Agreement or any other Loan Document, or to inspect the books and
      records or properties of Loan Parties or their Subsidiaries.

     

    
      
        
        

      

      
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    15.4 Reliance
      by Agent.
      Agent
      shall be entitled to rely, and shall be fully protected in relying, upon any
      writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
      telefacsimile or other electronic method of transmission, telex or telephone
      message, statement or other document or conversation believed by it to be
      genuine and correct and to have been signed, sent, or made by the proper Person
      or Persons, and upon advice and statements of legal counsel (including counsel
      to Loan Parties or counsel to any Lender), independent accountants and other
      experts selected by Agent. Agent shall be fully justified in failing or refusing
      to take any action under this Agreement or any other Loan Document unless Agent
      shall first receive such advice or concurrence of the Lenders as it deems
      appropriate and until such instructions are received, Agent shall act, or
      refrain from acting, as it deems advisable. If Agent so requests, it shall
      first
      be indemnified to its reasonable satisfaction by the Lenders against any and
      all
      liability and expense that may be incurred by it by reason of taking or
      continuing to take any such action. Agent shall in all cases be fully protected
      in acting, or in refraining from acting, under this Agreement or any other
      Loan
      Document in accordance with a request or consent of the requisite Lenders and
      such request and any action taken or failure to act pursuant thereto shall
      be
      binding upon all of the Lenders.

     

    15.5 Notice
      of Default or Event of Default.
      Agent
      shall not be deemed to have knowledge or notice of the occurrence of any Default
      or Event of Default, except with respect to defaults in the payment of
      principal, interest, fees, and expenses required to be paid to Agent for the
      account of the Lenders and, except with respect to Events of Default of which
      Agent has actual knowledge, unless Agent shall have received written notice
      from
      a Lender or Administrative Borrower referring to this Agreement, describing
      such
      Default or Event of Default, and stating that such notice is a "notice of
      default." Agent promptly will notify the Lenders of its receipt of any such
      notice or of any Event of Default of which Agent has actual knowledge. If any
      Lender obtains actual knowledge of any Event of Default, such Lender promptly
      shall notify the other Lenders and Agent of such Event of Default. Each Lender
      shall be solely responsible for giving any notices to its Participants, if
      any.
      Subject to Section
      15.4,
      Agent
      shall take such action with respect to such Default or Event of Default as
      may
      be requested by the Required Lenders in accordance with Section
      8;
      provided,
      however,
      that
      unless and until Agent has received any such request, Agent may (but shall
      not
      be obligated to) take such action, or refrain from taking such action, with
      respect to such Default or Event of Default as it shall deem
      advisable.

     

    15.6 Credit
      Decision.
      Each
      Lender acknowledges that none of the Agent Related Persons has made any
      representation or warranty to it, and that no act by Agent hereinafter taken,
      including any review of the affairs of Loan Parties and their Subsidiaries
      or
      Affiliates, shall be deemed to constitute any representation or warranty by
      any
      Agent-Related Person to any Lender. Each Lender represents to Agent that it
      has,
      independently and without reliance upon any Agent-Related Person and based
      on
      such documents and information as it has deemed appropriate, made its own
      appraisal of and investigation into the business, prospects, operations,
      property, financial and other condition and creditworthiness of Loan Parties
      or
      any other Person party to a Loan Document, and all applicable bank regulatory
      Laws relating to the transactions contemplated hereby, and made its own decision
      to enter into this Agreement and to extend credit to Loan Parties. Each Lender
      also represents that it will, independently and without reliance upon any
      Agent-Related Person and based on such documents and information as it shall
      deem appropriate at the time, continue to make its own credit analysis,
      appraisals and decisions in taking or not taking action under this Agreement
      and
      the other Loan Documents, and to make such investigations as it deems necessary
      to inform itself as to the business, prospects, operations, property, financial
      and other condition and creditworthiness of Loan Parties or any other Person
      party to a Loan Document. Except for notices, reports, and other documents
      expressly herein required to be furnished to the Lenders by Agent, Agent shall
      not have any duty or responsibility to provide any Lender with any credit or
      other information concerning the business, prospects, operations, property,
      financial and other condition or creditworthiness of Loan Parties or any other
      Person party to a Loan Document that may come into the possession of any of
      the
      Agent Related Persons.

     

    
      
        
        

      

      
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    15.7 Costs
      and Expenses; Indemnification.
      Agent
      may
      incur and pay Lender Group Expenses to the extent Agent reasonably deems
      necessary or appropriate for the performance and fulfillment of its functions,
      powers, and obligations pursuant to the Loan Documents, including court costs,
      attorneys fees and expenses, fees and expenses of financial accountants,
      advisors, consultants, and appraisers, costs of collection by outside collection
      agencies, auctioneer fees and expenses, and costs of security guards or
      insurance premiums paid to maintain the Collateral, whether or not Loan Parties
      are obligated to reimburse Agent or Lenders for such expenses pursuant to this
      Agreement or otherwise. Agent is authorized and directed to deduct and retain
      sufficient amounts from the Collections of Loan Parties and their Subsidiaries
      received by Agent to reimburse Agent for such out-of-pocket costs and expenses
      prior to the distribution of any amounts to Lenders. In the event Agent is
      not
      reimbursed for such costs and expenses by Loan Parties or their Subsidiaries,
      each Lender hereby agrees that it is and shall be obligated to pay to Agent
      such
      Lender's Pro Rata Share thereof. Whether or not the transactions contemplated
      hereby are consummated, the Lenders shall indemnify upon demand the
      Agent-Related Persons (to the extent not reimbursed by or on behalf of Loan
      Parties and without limiting the obligation of Loan Parties to do so), according
      to their Pro Rata Shares, from and against any and all Indemnified Liabilities;
      provided,
      however,
      that no
      Lender shall be liable for the payment to any Agent-Related Person of any
      portion of such Indemnified Liabilities resulting solely from such Person's
      gross negligence or willful misconduct nor shall any Lender be liable for the
      obligations of any Defaulting Lender in failing to make an Advance or other
      extension of credit hereunder. Without limitation of the foregoing, each Lender
      shall reimburse Agent upon demand for such Lender's Pro Rata Share of any costs
      or out of pocket expenses (including attorneys, accountants, advisors, and
      consultants fees and expenses) incurred by Agent in connection with the
      preparation, execution, delivery, administration, modification, amendment,
      or
      enforcement (whether through negotiations, legal proceedings or otherwise)
      of,
      or legal advice in respect of rights or responsibilities under, this Agreement,
      any other Loan Document, or any document contemplated by or referred to herein,
      to the extent that Agent is not reimbursed for such expenses by or on behalf
      of
      Loan Parties. The undertaking in this Section shall survive the payment of
      all
      Obligations hereunder and the resignation or replacement of Agent.

     

    15.8 Agent
      in Individual Capacity.
      WFF
      and
      its Affiliates may make loans to, issue letters of credit for the account of,
      accept deposits from, acquire equity interests in, and generally engage in
      any
      kind of banking, trust, financial advisory, underwriting, or other business
      with
      Loan Parties and their Subsidiaries and Affiliates and any other Person party
      to
      any Loan Documents as though WFF were not Agent hereunder, and, in each case,
      without notice to or consent of the other members of the Lender Group. The
      other
      members of the Lender Group acknowledge that, pursuant to such activities,
      WFF
      or its Affiliates may receive information regarding Loan Parties or their
      Affiliates or any other Person party to any Loan Documents that is subject
      to
      confidentiality obligations in favor of Loan Parties or such other Person and
      that prohibit the disclosure of such information to the Lenders, and the Lenders
      acknowledge that, in such circumstances (and in the absence of a waiver of
      such
      confidentiality obligations, which waiver Agent will use its reasonable best
      efforts to obtain), Agent shall not be under any obligation to provide such
      information to them. The terms "Lender" and "Lenders" include WFF in its
      individual capacity. 

     

    15.9 Successor
      Agent.
      Agent
      may
      resign as Agent upon 45 days notice to the Lenders (unless such notice is waived
      by the Required Lenders). If Agent resigns under this Agreement, the Required
      Lenders shall appoint a successor Agent for the Lenders. If no successor Agent
      is appointed prior to the effective date of the resignation of Agent, Agent
      may
      appoint, after consulting with the Lenders, a successor Agent. If Agent has
      materially breached or failed to perform any material provision of this
      Agreement or of Applicable Law, the Required Lenders may agree in writing to
      remove and replace Agent with a successor Agent from among the Lenders. In
      any
      such event, upon the acceptance of its appointment as successor Agent hereunder,
      such successor Agent shall succeed to all the rights, powers, and duties of
      the
      retiring Agent and the term "Agent" shall mean such successor Agent and the
      retiring Agent's appointment, powers, and duties as Agent shall be terminated.
      After any retiring Agent's resignation hereunder as Agent, the provisions of
      this Section
      15
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Agent under this Agreement. If no successor Agent has accepted
      appointment as Agent by the date which is 45 days following a retiring Agent's
      notice of resignation, the retiring Agent's resignation shall nevertheless
      thereupon become effective and the Lenders shall perform all of the duties
      of
      Agent hereunder until such time, if any, as the Lenders appoint a successor
      Agent as provided for above.

     

    
      
        
        

      

      
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    15.10 Lender
      in Individual Capacity.
      Any
      Lender and its respective Affiliates may make loans to, issue letters of credit
      for the account of, accept deposits from, acquire equity interests in and
      generally engage in any kind of banking, trust, financial advisory,
      underwriting, or other business with Loan Parties and their Subsidiaries and
      Affiliates and any other Person party to any Loan Documents as though such
      Lender were not a Lender hereunder without notice to or consent of the other
      members of the Lender Group. The other members of the Lender Group acknowledge
      that, pursuant to such activities, such Lender and its respective Affiliates
      may
      receive information regarding Loan Parties or their Affiliates or any other
      Person party to any Loan Documents that is subject to confidentiality
      obligations in favor of Borrowers or such other Person and that prohibit the
      disclosure of such information to the Lenders, and the Lenders acknowledge
      that,
      in such circumstances (and in the absence of a waiver of such confidentiality
      obligations, which waiver such Lender will use its reasonable best efforts
      to
      obtain), such Lender shall not be under any obligation to provide such
      information to them.

     

    15.11 Collateral
      Matters.

     

    (a) The
      Lenders hereby irrevocably authorize Agent, at its option and in its sole
      discretion, to release any Lien on any Collateral (i) upon the termination
      of
      the Commitments and payment and satisfaction in full by Loan Parties of all
      Obligations, (ii) constituting property being sold or disposed of if a release
      is required or desirable in connection therewith and if Administrative Borrower
      certifies to Agent that the sale or disposition is permitted under Section
      6.4
      of this
      Agreement or the other Loan Documents (and Agent may rely conclusively on any
      such certificate, without further inquiry), (iii) constituting property in
      which
      no Borrower or its Subsidiaries owned any interest at the time the Agent's
      Lien
      was granted nor at any time thereafter, or (iv) constituting property leased
      to
      a Loan Party or its Subsidiaries under a lease that has expired or is terminated
      in a transaction permitted under this Agreement. Except as provided above,
      Agent
      will not execute and deliver a release of any Lien on any Collateral without
      the
      prior written authorization of (y) if the release is of all or substantially
      all
      of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders.
      Upon request by Agent or Administrative Borrower at any time, the Lenders will
      confirm in writing Agent's authority to release any such Liens on particular
      types or items of Collateral pursuant to this Section 15.11;
      provided,
      however,
      that
      (1) Agent shall not be required to execute any document necessary to evidence
      such release on terms that, in Agent's opinion, would expose Agent to liability
      or create any obligation or entail any consequence other than the release of
      such Lien without recourse, representation, or warranty, and (2) such release
      shall not in any manner discharge, affect, or impair the Obligations or any
      Liens (other than those expressly being released) upon (or obligations of Loan
      Parties in respect of) all interests retained by Loan Parties, including, the
      proceeds of any sale, all of which shall continue to constitute part of the
      Collateral. 

     

    (b) Agent
      shall have no obligation whatsoever to any of the Lenders to assure that the
      Collateral exists or is owned by Loan Parties or their Subsidiaries or is cared
      for, protected, or insured or has been encumbered, or that the Agent's Liens
      have been properly or sufficiently or lawfully created, perfected, protected,
      or
      enforced or are entitled to any particular priority, or to exercise at all
      or in
      any particular manner or under any duty of care, disclosure or fidelity, or
      to
      continue exercising, any of the rights, authorities and powers granted or
      available to Agent pursuant to any of the Loan Documents, it being understood
      and agreed that in respect of the Collateral, or any act, omission, or event
      related thereto, subject to the terms and conditions contained herein, Agent
      may
      act in any manner it may deem appropriate, in its sole discretion given Agent's
      own interest in the Collateral in its capacity as one of the Lenders and that
      Agent shall have no other duty or liability whatsoever to any Lender as to
      any
      of the foregoing, except as otherwise provided herein.

     

    15.12 Restrictions
      on Actions by Lenders; Sharing of Payments.

     

    
      
        
        

      

      
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    (a) Each
      of
      the Lenders agrees that it shall not, without the express written consent of
      Agent, and that it shall, to the extent it is lawfully entitled to do so, upon
      the written request of Agent, set off against the Obligations, any amounts
      owing
      by such Lender to any Loan Party or its Subsidiaries or any deposit accounts
      of
      any Loan Party or its Subsidiaries now or hereafter maintained with such Lender.
      Each of the Lenders further agrees that it shall not, unless specifically
      requested to do so in writing by Agent, take or cause to be taken any action,
      including, the commencement of any legal or equitable proceedings to enforce
      any
      Loan Document against the Loan Parties or to foreclose any Lien on, or otherwise
      enforce any security interest in, any of the Collateral.

     

    (b) If,
      at
      any time or times any Lender shall receive (i) by payment, foreclosure, setoff,
      or otherwise, any proceeds of Collateral or any payments with respect to the
      Obligations, except for any such proceeds or payments received by such Lender
      from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent
      in excess of such Lender's Pro Rata Share of all such distributions by Agent,
      such Lender promptly shall (A) turn the same over to Agent, in kind, and with
      such endorsements as may be required to negotiate the same to Agent, or in
      immediately available funds, as applicable, for the account of all of the
      Lenders and for application to the Obligations in accordance with the applicable
      provisions of this Agreement, or (B) purchase, without recourse or warranty,
      an
      undivided interest and participation in the Obligations owed to the other
      Lenders so that such excess payment received shall be applied ratably as among
      the Lenders in accordance with their Pro Rata Shares; provided, however, that
      to
      the extent that such excess payment received by the purchasing party is
      thereafter recovered from it, those purchases of participations shall be
      rescinded in whole or in part, as applicable, and the applicable portion of
      the
      purchase price paid therefor shall be returned to such purchasing party, but
      without interest except to the extent that such purchasing party is required
      to
      pay interest in connection with the recovery of the excess payment.

     

    15.13 Agency
      for Perfection.
      Agent
      hereby appoints each other Lender as its agent (and each Lender hereby accepts
      such appointment) for the purpose of perfecting the Agent's Liens in assets
      which, in accordance with Article 8 or Article 9, as applicable, of the Code
      can
      be perfected only by possession or control. Should any Lender obtain possession
      or control of any such Collateral, such Lender shall notify Agent thereof,
      and,
      promptly upon Agent's request therefor shall deliver possession or control
      of
      such Collateral to Agent or in accordance with Agent's
      instructions.

     

    15.14 Payments
      by Agent to the Lenders.
      All
      payments to be made by Agent to the Lenders shall be made by bank wire transfer
      of immediately available funds pursuant to such wire transfer instructions
      as
      each party may designate for itself by written notice to Agent. Concurrently
      with each such payment, Agent shall identify whether such payment (or any
      portion thereof) represents principal, premium, fees, or interest of the
      Obligations.

     

    15.15 Concerning
      the Collateral and Related Loan Documents.
      Each
      member of the Lender Group authorizes and directs Agent to enter into this
      Agreement and the other Loan Documents. Each member of the Lender Group agrees
      that any action taken by Agent in accordance with the terms of this Agreement
      or
      the other Loan Documents relating to the Collateral and the exercise by Agent
      of
      its powers set forth therein or herein, together with such other powers that
      are
      reasonably incidental thereto, shall be binding upon all of the
      Lenders.

     

    
      
        
        

      

      
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    15.16 Field
      Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
      Reports and Information.
      By
      becoming a party to this Agreement, each Lender:

     

    (a) is
      deemed
      to have requested that Agent furnish such Lender, promptly after it becomes
      available, a copy of each field audit or examination report respecting Borrowers
      or their Subsidiaries (each a "Report"
      and
      collectively, "Reports")
      prepared by or at the request of Agent, and Agent shall so furnish each Lender
      with such Reports,

     

    (b) expressly
      agrees and acknowledges that Agent does not (i) make any representation or
      warranty as to the accuracy of any Report, and (ii) shall not be liable for
      any
      information contained in any Report,

     

    (c) expressly
      agrees and acknowledges that the Reports are not comprehensive audits or
      examinations, that Agent or other party performing any audit or examination
      will
      inspect only specific information regarding Loan Parties or their Subsidiaries
      and will rely significantly upon Loan Parties' and their Subsidiaries' books
      and
      records, as well as on representations of Loan Parties' personnel,

     

    (d) agrees
      to
      keep all Reports and other material, non-public information regarding Loan
      Parties and their Subsidiaries and their operations, assets, and existing and
      contemplated business plans in a confidential manner in accordance with
Section
      18.9,
      and


     

    (e) without
      limiting the generality of any other indemnification provision contained in
      this
      Agreement, agrees: (i) to hold Agent and any such other Lender preparing a
      Report harmless from any action the indemnifying Lender may take or fail to
      take
      or any conclusion the indemnifying Lender may reach or draw from any Report
      in
      connection with any loans or other credit accommodations that the indemnifying
      Lender has made or may make to Loan Parties, or the indemnifying Lender's
      participation in, or the indemnifying Lender's purchase of, a loan or loans
      of
      Loan Parties; and (ii) to pay and protect, and indemnify, defend and hold Agent,
      and any such other Lender preparing a Report harmless from and against, the
      claims, actions, proceedings, damages, costs, expenses, and other amounts
      (including, attorneys fees and costs) incurred by Agent and any such other
      Lender preparing a Report as the direct or indirect result of any third parties
      who might obtain all or part of any Report through the indemnifying
      Lender.

     

    In
      addition to the foregoing: (x) any Lender may from time to time request of
      Agent
      in writing that Agent provide to such Lender a copy of any report or document
      provided by Loan Parties or their Subsidiaries to Agent that has not been
      contemporaneously provided by Loan Parties or their Subsidiaries to such Lender,
      and, upon receipt of such request, Agent promptly shall provide a copy of same
      to such Lender, (y) to the extent that Agent is entitled, under any provision
      of
      the Loan Documents, to request additional reports or information from Loan
      Parties or their Subsidiaries, any Lender may, from time to time, reasonably
      request Agent to exercise such right as specified in such Lender's notice to
      Agent, whereupon Agent promptly shall request of Administrative Borrower the
      additional reports or information reasonably specified by such Lender, and,
      upon
      receipt thereof from Administrative Borrower, Agent promptly shall provide
      a
      copy of same to such Lender, and (z) any time that Agent renders to
      Administrative Borrower a statement regarding the Loan Account, Agent shall
      send
      a copy of such statement to each Lender.

     

    15.17 Several
      Obligations; No Liability.
      Notwithstanding
      that certain of the Loan Documents now or hereafter may have been or will be
      executed only by or in favor of Agent in its capacity as such, and not by or
      in
      favor of the Lenders, any and all obligations on the part of Agent (if any)
      to
      make any credit available hereunder shall constitute the several (and not joint)
      obligations of the respective Lenders on a ratable basis, according to their
      respective Commitments, to make an amount of such credit not to exceed, in
      principal amount, at any one time outstanding, the amount of their respective
      Commitments. Nothing contained herein shall confer upon any Lender any interest
      in, or subject any Lender to any liability for, or in respect of, the business,
      assets, profits, losses, or liabilities of any other Lender. Each Lender shall
      be solely responsible for notifying its Participants of any matters relating
      to
      the Loan Documents to the extent any such notice may be required, and no Lender
      shall have any obligation, duty, or liability to any Participant of any other
      Lender. Except as provided in Section
      15.7,
      no
      member of the Lender Group shall have any liability for the acts of any other
      member of the Lender Group. No Lender shall be responsible to any Loan Party
      or
      any other Person for any failure by any other Lender to fulfill its obligations
      to make credit available hereunder, nor to advance for it or on its behalf
      in
      connection with its Commitment, nor to take any other action on its behalf
      hereunder or in connection with the financing contemplated herein.

     

    
      
        
        

      

      
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      	16.	
              WITHHOLDING
                TAXES.

            


    

     

    (a) All
      payments made by any Loan Party hereunder or under any note or other Loan
      Document will be made without setoff, counterclaim, or other defense. In
      addition, in the event any deduction or withholding of Taxes is required by
      law,
      each Loan Party shall comply with the penultimate sentence of this Section
      16(a)
      (subject
      to Section
      16(g).
      "Taxes"
      shall
      mean, any taxes, levies, imposts, duties, fees, assessments or other charges
      of
      whatever nature now or hereafter imposed by any jurisdiction or by any political
      subdivision or taxing authority thereof or therein with respect to such payments
      (but excluding any tax imposed by any jurisdiction or by any political
      subdivision or taxing authority thereof or therein measured by or based on
      the
      net income or net profits of any Lender, including without limitation, (i)
      any
      branch profits or similar tax imposed on such Lender and (ii) any tax imposed
      on
      the overall gross receipts of such Lender (in lieu of a tax measured by or
      based
      on the net income or net profits of such Lender)) and all interest, penalties
      or
      similar liabilities with respect thereto. If any Taxes are so levied or imposed
      or required by law to be deducted or withheld, each Loan Party agrees to pay
      the
      full amount of such Taxes and such additional amounts as may be necessary so
      that every payment of all amounts due under this Agreement, any note, or Loan
      Document, including any amount paid pursuant to this Section
      16(a)
      after
      withholding or deduction for or on account of any Taxes, will not be less than
      the amount provided for herein; provided, however, that Loan Parties shall
      not
      be required to increase any such amounts if the increase in such amount payable
      results from Agent's or such Lender's own willful misconduct or gross negligence
      (as finally determined by a court of competent jurisdiction). Each Loan Party
      will furnish to Agent as promptly as possible after the date the payment of
      any
      Tax is due pursuant to Applicable Law certified copies of tax receipts
      evidencing such payment by any Loan Party.

     

    (b) If
      a
      Lender claims an exemption from United States withholding tax, Lender agrees
      with and in favor of Agent and any Loan Party, to deliver to Agent and
      Administrative Borrower:

     

    (i) if
      such
      Lender claims an exemption from United States withholding tax pursuant to its
      portfolio interest exception, (A) a statement of the Lender, signed under
      penalty of perjury, that it is not a (I) a "bank" as described in Section
      881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Loan Party (within the
      meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign
      corporation related to any Loan Party within the meaning of Section 864(d)(4)
      of
      the IRC, and (B) a properly completed and executed IRS Form W-8BEN (or any
      successor form), before receiving its first payment under this Agreement and
      at
      any other time reasonably requested by Agent or any Loan Party;

     

    (ii) if
      such
      Lender claims an exemption from, or a reduction of, withholding tax under a
      United States tax treaty, properly completed and executed IRS Form W-8BEN (or
      any successor form) before receiving its first payment under this Agreement
      and
      at any other time reasonably requested by Agent or any Loan Party;

     

    (iii) if
      such
      Lender claims that interest paid under this Agreement is exempt from United
      States withholding tax because it is effectively connected with a United States
      trade or business of such Lender, two properly completed and executed copies
      of
      IRS Form W-8ECI (or any successor form) before receiving its first payment
      under
      this Agreement and at any other time reasonably requested by Agent or any Loan
      Party; or

     

    
      
        
        

      

      
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    (iv) such
      other form or forms, including IRS Form W-9 (or any successor form), as may
      be
      required under the IRC or other Laws of the United States as a condition to
      exemption from, or reduction of, United States withholding or backup withholding
      tax before receiving its first payment under this Agreement and at any other
      time reasonably requested by Agent or any Loan Party.

     

    Lender
      agrees promptly to notify Agent and Administrative Borrower of any change in
      circumstances which would modify or render invalid any claimed exemption or
      reduction.

     

    (c) If
      a
      Lender claims an exemption from withholding tax in a jurisdiction other than
      the
      United States, Lender agrees with and in favor of Agent and Loan Parties, to
      deliver to Agent and Administrative Borrower any such form or forms, as may
      be
      required under the Laws of such jurisdiction as a condition to exemption from,
      or reduction of, foreign withholding or backup withholding tax before receiving
      its first payment under this Agreement and at any other time reasonably
      requested by Agent or Administrative Borrower.

     

    Lender
      agrees promptly to notify Agent and Administrative Borrower of any change in
      circumstances which would modify or render invalid any claimed exemption or
      reduction.

     

    (d) If
      any
      Lender claims exemption from, or reduction of, withholding tax and such Lender
      sells, assigns, grants a participation in, or otherwise transfers all or part
      of
      the Obligations of Loan Parties to such Lender, such Lender agrees to notify
      Agent and Administrative Borrower of the percentage amount in which it is no
      longer the beneficial owner of Obligations of Loan Parties to such Lender.
      To
      the extent of such percentage amount, Agent and Borrowers will treat such
      Lender's documentation provided pursuant to Sections
      16(b)
      or
16(c)
      as no
      longer valid. With respect to such percentage amount, Lender may provide new
      documentation, pursuant to Sections
      16(b)
      or
16(c),
      if
      applicable.

     

    (e) If
      any
      Lender is entitled to a reduction in the applicable withholding tax, Agent
      may
      withhold from any interest payment to such Lender an amount equivalent to the
      applicable withholding tax after taking into account such reduction. If the
      forms or other documentation required by subsection (b) or (c) of this
Section
      16
      are not
      delivered to Agent, then Agent may withhold from any interest payment to such
      Lender not providing such forms or other documentation an amount equivalent
      to
      the applicable withholding tax.

     

    (f) If
      the
      IRS or any other Governmental Authority of the United States or other
      jurisdiction asserts a claim that Agent did not properly withhold tax from
      amounts paid to or for the account of any Lender due to a failure on the part
      of
      the Lender (because the appropriate form was not delivered, was not properly
      executed, or because such Lender failed to notify Agent of a change in
      circumstances which rendered the exemption from, or reduction of, withholding
      tax ineffective, or for any other reason) such Lender shall indemnify and hold
      Agent harmless for all amounts paid, directly or indirectly, by Agent, as tax
      or
      otherwise, including penalties and interest, and including any taxes imposed
      by
      any jurisdiction on the amounts payable to Agent under this Section
      16,
      together with all costs and expenses (including attorneys fees and expenses).
      The obligation of the Lenders under this subsection shall survive the payment
      of
      all Obligations and the resignation or replacement of Agent.

     

    (g) The
      Loan
      Parties shall not be required to indemnify any Lender, or pay any additional
      amounts to any Lender, in respect of any Taxes pursuant to this Section
      16
      to the
      extent that (i) the obligation to withhold amounts or the liabilities for such
      Taxes existed on the date such Lender became a party to this Agreement or,
      with
      respect to payments to a newly designated lending office of such Lender (a
      "New
      Lending Office"), the date such Lender designated such New Lending Office with
      respect to a Loan; provided,
      however,
      that
      this clause (i) shall not apply to the extent the indemnity payment or
      additional amounts any transferee, or Lender (or transferee) through a New
      Lending Office, would be entitled to receive (without regard to this clause
      (i))
      do not exceed the indemnity payment or additional amounts that the person making
      the transfer, or Lender (or transferee) making the designation of such New
      Lending Office, would have been entitled to receive in the absence of such
      transfer or designation, or (ii) the obligation to pay such additional amounts
      would not have arisen but for a failure by such Lender to comply with paragraph
      (b) or (c) above.

     

    
      
        
        

      

      
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    (h) If
      Agent
      or a Lender receives a refund of any Taxes as to which it has been indemnified
      by a Loan Party or with respect to which a Loan Party has paid additional
      amounts pursuant to this Section
      16,
      it
      shall pay over such refund to such Loan Party (but only to the extent of
      indemnity payments made, or additional amounts paid, by such Loan Party, under
      this Section
      16
      with
      respect to the Taxes giving rise to such refund), net of all out-of-pocket
      expenses of Agent or such Lender and without interest (other than any interest
      paid by the relevant Governmental Authority with respect to such refund);
provided,
      however,
      that if
      Agent or such Lender is required to repay all or a portion of such refund to
      the
      relevant Governmental Authority, such Loan Party, upon the request of Agent
      or
      such Lender, agrees to repay the amount paid over to such Loan Party that is
      required to be repaid (plus any penalties, interest or other charges imposed
      by
      the relevant Governmental Authority) to Agent or such Lender within a reasonable
      time (not to exceed 10 days) after receipt of written notice that Agent or
      such
      Lender is required to repay such refund (or a portion thereof) to such
      Governmental Authority.

     

    
      	17.	
              GUARANTY.

            


    

     

    17.1 Guarantied
      Obligations .
      Each
      Guarantor hereby irrevocably and unconditionally guaranties to Agent, for the
      benefit of the Lender Group, as and for its own debt, until final payment in
      full thereof has been made, (a) the prompt payment of the Guarantied
      Obligations, when and as the same shall become due and payable, whether at
      maturity, pursuant to a mandatory prepayment requirement, by acceleration,
      or
      otherwise; it being the intent of each Guarantor that the guaranty set forth
      herein shall be a guaranty of payment and not a guaranty of collection; and
      (b) the punctual and faithful performance, keeping, observance, and
      fulfillment by Borrowers of all of the agreements, conditions, covenants, and
      obligations of Borrowers contained in this Agreement and under each of the
      other
      Loan Documents.

     

    17.2 Continuing
      Guaranty .
      This
      Guaranty includes Guarantied Obligations arising under successive transactions,
      in accordance with this Agreement and the Loan Documents, continuing,
      compromising, extending, increasing, modifying, releasing, or renewing the
      Guarantied Obligations, changing the interest rate, payment terms, or other
      terms and conditions thereof, or creating new or additional Guarantied
      Obligations after prior Guarantied Obligations have been satisfied in whole
      or
      in part. To the maximum extent permitted by Law, each Guarantor hereby waives
      any right to revoke this Guaranty as to future Guaranteed Obligations. If such
      a
      revocation is effective notwithstanding the foregoing waiver, each Guarantor
      acknowledges and agrees that (a) no such revocation shall be effective
      until written notice thereof has been received by Agent, (b) no such
      revocation shall apply to any Guarantied Obligations in existence on such date
      (including any subsequent continuation, extension, or renewal thereof, or change
      in the interest rate, payment terms, or other terms and conditions thereof
      in
      accordance with this Agreement and the other Loan Documents), (c) no such
      revocation shall apply to any Guarantied Obligations made or created after
      such
      date to the extent made or created pursuant to a legally binding commitment
      of a
      Lender in existence on the date of such revocation, (d) no payment by any
      Guarantor, any Borrower, or from any other source, prior to the date of such
      revocation shall reduce the maximum obligation of Guarantors hereunder, and
      (e) any payment by Borrowers or from any source other than a Guarantor
      subsequent to the date of such revocation shall first be applied to that portion
      of the Guarantied Obligations as to which the revocation is effective and which
      are not, therefore, guarantied hereunder, and to the extent so applied shall
      not
      reduce the maximum obligation of Guarantors hereunder.

     

    17.3 Performance
      Under this Guaranty .
      In the
      event that Borrowers fail to make any payment of any Guarantied Obligations,
      on
      or prior to the due date thereof, or if Borrowers shall fail to perform, keep,
      observe, or fulfill any other obligation referred to in clause
      (b)
      of
Section
      17.1
      of this
      Guaranty in the manner provided in this Agreement or any other Loan Document,
      each Guarantor immediately shall cause, as applicable, such payment to be made
      or such obligation to be performed, kept, observed, or fulfilled.

     

    
      
        
        

      

      
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    17.4 Primary
      Obligations .
      This
      Guaranty is a primary and original obligation of each Guarantor, is not merely
      the creation of a surety relationship, and is an absolute, unconditional, and
      continuing guaranty of payment and performance which shall remain in full force
      and effect without respect to future changes in conditions. Each Guarantor
      hereby agrees that it is directly, jointly and severally with each other
      Guarantor and any other guarantor of the Guarantied Obligations, liable to
      Agent, for the benefit of the Lender Group, that the obligations of such
      Guarantor hereunder are independent of the obligations of Borrowers or any
      other
      guarantor, and that a separate action may be brought against each Guarantor,
      whether such action is brought against Borrowers or any other Guarantor or
      whether Borrowers or any other Guarantor is joined in such action. Each
      Guarantor hereby agrees that its liability hereunder shall be immediate and
      shall not be contingent upon the exercise or enforcement by any member of the
      Lender Group of whatever remedies they may have against Borrowers or any other
      Guarantor, or the enforcement of any Lien or realization upon any security
      by
      any member of the Lender Group. Each Guarantor hereby agrees that any release
      which may be given by Agent to Borrowers or any other Guarantor shall not
      release such Guarantor. Each Guarantor consents and agrees that no member of
      the
      Lender Group shall be under any obligation to marshal any property or assets
      of
      Borrowers or any other Guarantor in favor of such Guarantor, or against or
      in
      payment of any or all of the Guarantied Obligations.

     

    17.5 Waivers .

     

    (a) To
      the
      fullest extent permitted by Applicable Law, each Guarantor hereby waives:
      (i) notice of acceptance hereof; (ii) notice of any loans or other
      financial accommodations made or extended under this Agreement, or the creation
      or existence of any Guarantied Obligations; (iii) notice of the amount of
      the Guarantied Obligations, subject, however, to such Guarantor's right to
      make
      inquiry of Agent to ascertain the amount of the Guarantied Obligations at any
      reasonable time; (iv) notice of any adverse change in the financial
      condition Borrowers or of any other fact that might increase such Guarantor's
      risk hereunder; (v) notice of presentment for payment, demand, protest, and
      notice thereof as to any instrument among the Loan Documents; (vi) notice
      of any Default or Event of Default under this Agreement or any other Loan
      Document; and (vii) all other notices (except if such notice is
      specifically required to be given to such Guarantor under this Guaranty or
      any
      other Loan Documents to which such Guarantor is a party) and demands to which
      such Guarantor might otherwise be entitled.

     

    (b) To
      the
      fullest extent permitted by Applicable Law, each Guarantor hereby waives the
      right by statute or otherwise to require any member of the Lender Group, to
      institute suit against any Borrower or to exhaust any rights and remedies which
      any member of the Lender Group, has or may have against any Borrower. In this
      regard, each Guarantor agrees that it is bound to the payment of each and all
      Guarantied Obligations, whether now existing or hereafter arising, as fully
      as
      if the Guarantied Obligations were directly owing to Agent or the Lender Group,
      as applicable, by such Guarantor. Each Guarantor further waives any defense
      arising by reason of any disability or other defense (other than the defense
      that the Guarantied Obligations shall have been performed and paid in the manner
      provided for in the applicable Loan Documents, to the extent of any such
      payment) of Borrowers or by reason of the cessation from any cause whatsoever
      of
      the liability of Borrowers in respect thereof.

     

    (c) To
      the
      fullest extent permitted by Applicable Law, each Guarantor hereby waives:
      (i) any right to assert against any member of the Lender Group, any defense
      (legal or equitable), set-off, counterclaim, or claim which such Guarantor
      may
      now or at any time hereafter have against any Borrower or any other party liable
      to any member of the Lender Group; (ii) any defense, set-off, counterclaim,
      or claim, of any kind or nature, arising directly or indirectly from the present
      or future lack of perfection, sufficiency, validity, or enforceability of the
      Guarantied Obligations or any security therefor; (iii) any right or defense
      arising by reason of any claim or defense based upon an election of remedies
      by
      any member of the Lender Group; (iv) the benefit of any statute of
      limitations affecting such Guarantor's liability hereunder or the enforcement
      thereof, and any act which shall defer or delay the operation of any statute
      of
      limitations applicable to the Guarantied Obligations shall similarly operate
      to
      defer or delay the operation of such statute of limitations applicable to such
      Guarantor's liability hereunder.

     

    
      
        
        

      

      
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    (d) Until
      such time as all of the Guarantied Obligations have been finally paid in full,
      each Guarantor hereby waives and postpones (i)  any right of subrogation
      such Guarantor has or may have as against Borrowers with respect to the
      Guarantied Obligations; (ii) any right to proceed against Borrowers or any
      other
      Person, now or hereafter, for contribution, indemnity, reimbursement, or any
      other suretyship rights and claims (irrespective of whether direct or indirect,
      liquidated or contingent), with respect to the Guarantied Obligations; and
      (iii) any right to proceed or to seek recourse against or with respect to
      any property or asset of Borrowers.

     

    17.6 Releases .
      Each
      Guarantor consents and agrees that, without notice to or by such Guarantor
      and
      without affecting or impairing the obligations of such Guarantor hereunder,
      any
      member of the Lender Group may, by action or inaction, compromise or settle,
      extend the period of duration or the time for the payment, or discharge the
      performance of, or may refuse to, or otherwise not enforce, or may, by action
      or
      inaction, release all or any one or more parties to, any one or more of the
      terms and provisions of this Agreement or any other Loan Document or may grant
      other indulgences to Borrowers in respect thereof, or may amend or modify in
      any
      manner and at any time (or from time to time) any one or more of the Loan
      Documents, or may, by action or inaction, release or substitute any other
      guarantor, if any, of the Guarantied Obligations, or may enforce, exchange,
      release, or waive, by action or inaction, any security for the Guarantied
      Obligations or any other guaranty of the Guarantied Obligations, or any portion
      thereof.

     

    17.7 No
      Election .
      The
      Lender Group shall have the right to seek recourse against each Guarantor to
      the
      fullest extent provided for herein and no election by any member of the Lender
      Group to proceed in one form of action or proceeding, or against any party,
      or
      on any obligation, shall constitute a waiver of the Lender Group's right to
      proceed in any other form of action or proceeding or against other parties
      unless Agent, on behalf of the Lender Group, has expressly waived such right
      in
      writing. Specifically, but without limiting the generality of the foregoing,
      no
      action or proceeding by the Lender Group under any document or instrument
      evidencing the Guarantied Obligations shall serve to diminish the liability
      of
      any Guarantor under this Guaranty except to the extent that the Lender Group
      finally and unconditionally shall have realized payment in full of the
      Guarantied Obligations by such action or proceeding.

     

    17.8 Financial
      Condition of Borrowers . Each
      Guarantor represents and warrants to the Lender Group that it is currently
      informed of the financial condition of Borrowers and of all other circumstances
      which a reasonably diligent inquiry would reveal and which bear upon the risk
      of
      nonpayment of the Guarantied Obligations. Each Guarantor further represents
      and
      warrants to the Lender Group that it has read and understands the terms and
      conditions of this Agreement and each other Loan Document. Each Guarantor hereby
      covenants that it will continue to keep itself informed of Borrowers' financial
      condition, the financial condition of other guarantors, if any, and of all
      other
      circumstances which bear upon the risk of nonpayment or nonperformance of the
      Guarantied Obligations.

     

    17.9 Payments; Application .
      All
      payments to be made hereunder by each Guarantor shall be made in Dollars, in
      immediately available funds, and without deduction (whether for taxes or
      otherwise) or offset and shall be applied to the Guarantied Obligations in
      accordance with the terms of this Agreement.

     

    17.10 Attorneys
      Fees and Costs .
      Each
      Guarantor agrees to pay, on demand, all reasonable attorneys fees and all other
      costs and expenses which may be incurred by Agent or any other member of the
      Lender Group in connection with the enforcement of this Guaranty or in any
      way
      arising out of, or consequential to, the protection, assertion, or enforcement
      of the Guarantied Obligations (or any security therefor), irrespective of
      whether suit is brought.

     

    
      
        
        

      

      
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      	18.	
              GENERAL
                PROVISIONS.

            


    

     

    18.1 Effectiveness.
      This
      Agreement shall be binding and deemed effective when executed by Loan Parties,
      Agent, and each Lender whose signature is provided for on the signature pages
      hereof.

     

    18.2 Section
      Headings.
      Headings
      and numbers have been set forth herein for convenience only. Unless the contrary
      is compelled by the context, everything contained in each Section applies
      equally to this entire Agreement.

     

    18.3 Interpretation.
      Neither
      this Agreement nor any uncertainty or ambiguity herein shall be construed
      against the Lender Group or Loan Parties, whether under any rule of construction
      or otherwise. On the contrary, this Agreement has been reviewed by all parties
      and shall be construed and interpreted according to the ordinary meaning of
      the
      words used so as to accomplish fairly the purposes and intentions of all parties
      hereto.

     

    18.4 Severability
      of Provisions.
      Each
      provision of this Agreement shall be severable from every other provision of
      this Agreement for the purpose of determining the legal enforceability of any
      specific provision.

     

    18.5 Bank
      Product Providers.
      Each
      Bank
      Product Provider shall be deemed a party hereto for purposes of any reference
      in
      a Loan Document to the parties for whom Agent is acting; it being understood
      and
      agreed that the rights and benefits of such Bank Product Provider under the
      Loan
      Documents consist exclusively of such Bank Product Provider's right to share
      in
      payments and collections out of the Collateral as more fully set forth herein.
      In connection with any such distribution of payments and collections, Agent
      shall be entitled to assume no amounts are due to any Bank Product Provider
      unless such Bank Product Provider has notified Agent in writing of the amount
      of
      any such liability owed to it prior to such distribution.

     

    18.6 Lender-Creditor
      Relationship.
      The
      relationship between the Lenders and Agent, on the one hand, and Loan Parties,
      on the other hand, is solely that of creditor and debtor. No member of the
      Lender Group has (or shall be deemed to have) any fiduciary relationship or
      duty
      to Loan Parties arising out of or in connection with, and there is no agency
      or
      joint venture relationship between the members of the Lender Group, on the
      one
      hand, and Loan Parties, on the other hand, by virtue of any Loan Document or
      any
      transaction contemplated therein.

     

    18.7 Counterparts;
      Electronic Execution.
      This
      Agreement may be executed in any number of counterparts and by different parties
      on separate counterparts, each of which, when executed and delivered, shall
      be
      deemed to be an original, and all of which, when taken together, shall
      constitute but one and the same Agreement. Delivery of an executed counterpart
      of this Agreement by telefacsimile or other electronic method of transmission
      shall be equally as effective as delivery of an original executed counterpart
      of
      this Agreement. Any party delivering an executed counterpart of this Agreement
      by telefacsimile or other electronic method of transmission also shall deliver
      an original executed counterpart of this Agreement but the failure to deliver
      an
      original executed counterpart shall not affect the validity, enforceability,
      and
      binding effect of this Agreement. The foregoing shall apply to each other Loan
      Document mutatis
      mutandis.

     

    18.8 Revival
      and Reinstatement of Obligations.
      If
      the
      incurrence or payment of the Obligations or the Guarantied Obligations by any
      Loan Party or the transfer to the Lender Group of any property should for any
      reason subsequently be declared to be void or voidable under any state or
      federal Law relating to creditors' rights, including provisions of the
      Bankruptcy Code relating to fraudulent conveyances, preferences, or other
      voidable or recoverable payments of money or transfers of property (each, a
      "Voidable
      Transfer"),
      and
      if the Lender Group is required to repay or restore, in whole or in part, any
      such Voidable Transfer, or elects to do so upon the reasonable advice of its
      counsel, then, as to any such Voidable Transfer, or the amount thereof that
      the
      Lender Group is required or elects to repay or restore, and as to all reasonable
      costs, expenses, and attorneys fees of the Lender Group related thereto, the
      liability of Loan Parties automatically shall be revived, reinstated, and
      restored and shall exist as though such Voidable Transfer had never been
      made.

     

    
      
        
        

      

      
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    18.9 Confidentiality.
      

     

    (a) Agent
      and
      Lenders each individually (and not jointly or jointly and severally) agree
      that
      material, non-public information regarding Loan Parties and their Subsidiaries,
      their operations, assets, and existing and contemplated business plans shall
      be
      treated by Agent and the Lenders in a confidential manner, and shall not be
      disclosed by Agent and the Lenders to Persons who are not parties to this
      Agreement, except: (i) to attorneys for and other advisors, accountants,
      auditors, and consultants to any member of the Lender Group, (ii) to
      Subsidiaries and Affiliates of any member of the Lender Group (including the
      Bank Product Providers), provided that any such Subsidiary or Affiliate shall
      have agreed to receive such information hereunder subject to the terms of this
      Section
      18.9,
      (iii)
      as may be required by statute, decision, or judicial or administrative order,
      rule, or regulation, (iv) as may be agreed to in advance by Administrative
      Borrower or its Subsidiaries or as requested or required by any Governmental
      Authority pursuant to any subpoena or other legal process, (v) as to any such
      information that is or becomes generally available to the public (other than
      as
      a result of prohibited disclosure by Agent or the Lenders), (vi) in connection
      with any assignment, prospective assignment, sale, prospective sale,
      participation, prospective participation or pledge or prospective pledge of
      any
      Lender's interest under this Agreement, provided that any such assignee,
      prospective assignee, purchaser, prospective purchaser, participant, prospective
      participant, pledgee or prospective pledgee shall have agreed in writing to
      receive such information hereunder subject to the terms of this Section, and
      (vii) in connection with any litigation or other adversary proceeding involving
      parties hereto which such litigation or adversary proceeding involves claims
      related to the rights or duties of such parties under this Agreement or the
      other Loan Documents. The provisions of this Section
      18.9(a)
      shall
      survive for 2 years after the payment in full of the Obligations. 

     

    (b) Anything
      in this Agreement to the contrary notwithstanding, Agent may provide information
      concerning the terms and conditions of this Agreement and the other Loan
      Documents to loan syndication and pricing reporting services; provided,
      that
      with respect to such reporting services, Agent has obtained the prior written
      consent of Administrative Borrower to disclose such information (such consent
      not to be unreasonably withheld or delayed).

     

    18.10 Lender
      Group Expenses.
      Loan
      Parties agree to pay any and all Lender Group Expenses promptly after demand
      therefor by Agent and agrees that their obligations contained
      in this Section
      18.10
      shall
      survive payment or satisfaction in full of all other Obligations. 

     

    18.11 USA
      PATRIOT Act.
      Each
      Lender that is subject to the requirements of the USA Patriot Act (Title 111
      of
      Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act")
      hereby
      notifies Borrowers that pursuant to the requirements of the Act, it is required
      to obtain, verify and record information that identifies Loan Parties, which
      information includes the name and address of Loan Parties and other information
      that will allow such Lender to identify Loan Parties in accordance with the
      Act.

     

    18.12 Integration.
      This
      Agreement, together with the other Loan Documents, reflects the entire
      understanding of the parties with respect to the transactions contemplated
      hereby and shall not be contradicted or qualified by any other agreement, oral
      or written, before the date hereof.

     

    
      
        
        

      

      
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    18.13 Parent
      as Agent for Borrowers.
      Each
      Borrower hereby irrevocably appoints Parent as the borrowing agent and
      attorney-in-fact for all Borrowers (the "Administrative
      Borrower")
      which
      appointment shall remain in full force and effect unless and until Agent shall
      have received prior written notice signed by each Borrower that such appointment
      has been revoked and that another Borrower has been appointed Administrative
      Borrower. Each Borrower hereby irrevocably appoints and authorizes the
      Administrative Borrower (i) to provide Agent with all notices with respect
      to
      Advances and Letters of Credit obtained for the benefit of any Borrower and
      all
      other notices and instructions under this Agreement and (ii) to take such action
      as the Administrative Borrower deems appropriate on its behalf to obtain
      Advances and Letters of Credit and to exercise such other powers as are
      reasonably incidental thereto to carry out the purposes of this Agreement.
      It is
      understood that the handling of the Loan Account and Collateral of Borrowers
      in
      a combined fashion, as more fully set forth herein, is done solely as an
      accommodation to Borrowers in order to utilize the collective borrowing powers
      of Borrowers in the most efficient and economical manner and at their request,
      and that Lender Group shall not incur liability to any Borrower as a result
      hereof. Each Borrower expects to derive benefit, directly or indirectly, from
      the handling of the Loan Account and the Collateral in a combined fashion since
      the successful operation of each Borrower is dependent on the continued
      successful performance of the integrated group. To induce the Lender Group
      to do
      so, and in consideration thereof, each Borrower hereby jointly and severally
      agrees to indemnify each member of the Lender Group and hold each member of
      the
      Lender Group harmless against any and all liability, expense, loss or claim
      of
      damage or injury, made against the Lender Group by any Borrower or by any third
      party whosoever, arising from or incurred by reason of (a) the handling of
      the Loan Account and Collateral of Borrowers as herein provided, (b) the Lender
      Group's relying on any instructions of the Administrative Borrower, or (c)
      any
      other action taken by the Lender Group hereunder or under the other Loan
      Documents, except that Borrowers will have no liability to the relevant
      Agent-Related Person or Lender-Related Person under this Section
      18.13
      with
      respect to any liability that has been finally determined by a court of
      competent jurisdiction to have resulted solely from the gross negligence or
      willful misconduct of such Agent-Related Person or Lender-Related Person, as
      the
      case may be.

     

    [Signature
      pages to follow.]


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed and delivered as of
      the
      date first above written.

    


    
      	 	
               

              BORROWERS:

            
	 	
              TAKE-TWO
                INTERACTIVE SOFTWARE, INC., 

            
	 	
              a
                Delaware corporation

            
	 	
              By:

            	
              /s/
                Lainie Goldstein

            
	 	
              Name:

            	
              Lainie
                Goldstein

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	 	
              JACK
                OF ALL GAMES, INC.,

              a
                New York corporation

            
	 	 
	 	
              By:

            	
              /s/
                Lainie Goldstein

            
	 	
              Name:

            	
              Lainie
                Goldstein

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	 	
               

              GUARANTORS:

            
	 	
              2K
                GAMES, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              2KSPORTS,
                INC.,

              a
                Delaware corporation

            
	 	 
	 	
              FIRAXIS
                GAMES, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              FROG
                CITY SOFTWARE, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              GLOBAL
                STAR SOFTWARE, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              INDIE
                BUILT, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              INVENTORY
                MANAGEMENT SYSTEMS, INC., 

              a
                Delaware corporation

            
	 	 
	 	
              KUSH
                GAMES, INC.,

              a
                California corporation

            
	 	 
	 	
              TAKE-TWO
                LICENSING, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              TALONSOFT,
                INC.,

              a
                Delaware corporation

            
	 	 
	 	
              VISUAL
                CONCEPTS ENTERTAINMENT, 

              a
                California corporation

            
	 	 
	 	
              VLM
                ENTERTAINMENT GROUP, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              By:

            	
              /s/
                Lainie Goldstein

            
	 	
              Name:

            	
              Lainie
                Goldstein

            
	 	
              Title:

            	
              Chief
                Financial Officer

            


    


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    


    
      	 	 
	 	
              ANGEL
                STUDIOS, INC.,

              a
                Virginia corporation

            
	 	 
	 	
              IRRATIONAL
                STUDIOS LLC,

              a
                Delaware limited liability company

            
	 	 
	 	
              ROCKSTAR
                GAMES, INC.,

              a
                Delaware corporation

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Lainie Goldstein

            
	 	
              Name:

            	
              Lainie
                Goldstein

            
	 	
              Title:

            	
              Treasurer

            
	 	 
	 	 
	 	
              CAT
                DADDY GAMES, L.L.C., 

              a
                Washington limited liability company

            
	 	 
	 	
              By:
                Take-Two Interactive Software, Inc., its sole 

              member

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Lainie Goldstein

            
	 	
              Name:

            	
              Lainie
                Goldstein

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	 	 
	 	
              FREEDOM
                FORCE PROPERTIES LLC,

              a
                Delaware limited liability company

            
	 	 
	 	
              IRRATIONAL
                GAMES LLC,

              a
                Delaware limited liability company

            
	 	 
	 	
              IRRATIONAL
                GAMES DEVELOPMENT LLC, 

              a
                Delaware limited liability company

            
	 	 
	 	
              By:
                Irrational Studios LLC, its sole member

            
	 	 
	 	
              By:

            	
              /s/
                Lainie Goldstein

            
	 	
              Name:

            	
              Lainie
                Goldstein

            
	 	
              Title:

            	
              Treasurer

            


    


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    


    


    
      	 	 
	 	
              WELLS
                FARGO FOOTHILL, INC.,

              a
                California corporation, as Agent and as a Lender

            
	 	 
	 	
              By:

            	
              /s/
                Erik R. Sawyer

            
	 	
              Name:

            	
              Erik
                R. Sawyer

            
	 	
              Title:

            	
              SVP

            
	 	 	 


    

    



    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	 	 	 	
                 Page

              
	
                1.

              	 	DEFINITIONS
                AND CONSTRUCTION	 	
                1

              
	 	 	
                1.1

              	 	
                Definitions

              	 	
                1

              
	 	 	
                1.2

              	 	
                Accounting
                  Terms

              	 	
                1

              
	 	 	
                1.3

              	 	
                Code

              	 	
                1

              
	 	 	
                1.4

              	 	
                Construction

              	 	
                1

              
	 	 	
                1.5

              	 	
                Schedules
                  and Exhibits

              	 	
                2

              
	
                2.

              	 	LOAN
                AND TERMS OF PAYMENT	 	
                2

              
	 	 	
                2.1

              	 	
                Revolver
                  Advances

              	 	
                2

              
	 	 	
                2.2

              	 	
                Intentionally
                  Omitted

              	 	
                2

              
	 	 	
                2.3

              	 	
                Borrowing
                  Procedures and Settlements

              	 	
                2

              
	 	 	
                2.4

              	 	
                Payments

              	 	
                9

              
	 	 	
                2.5

              	 	
                Overadvances

              	 	
                9

              
	 	 	
                2.6

              	 	
                Interest
                  Rates and Letter of Credit Fee: Rates, Payments, and
                  Calculations

              	 	
                10

              
	 	 	
                2.7

              	 	
                Cash
                  Management

              	 	
                10

              
	 	 	
                2.8

              	 	
                Crediting
                  Payments; Clearance Charge

              	 	
                11

              
	 	 	
                2.9

              	 	
                Designated
                  Account

              	 	
                
                  11

                

              
	 	 	
                2.10

              	 	
                Maintenance
                  of Loan Account; Statements of Obligations

              	 	
                
                  11

                

              
	 	 	
                2.11

              	 	
                Fees

              	 	
                12

              
	 	 	
                2.12

              	 	
                Letters
                  of Credit

              	 	
                12

              
	 	 	
                2.13

              	 	
                LIBOR
                  Option

              	 	
                14

              
	 	 	
                2.14

              	 	
                Capital
                  Requirements

              	 	
                16

              
	 	 	
                2.15

              	 	
                Joint
                  and Several Liability of Borrowers

              	 	
                17

              
	
                3.

              	 	CONDITIONS;
                TERM OF AGREEMENT	 	
                19

              
	 	 	
                3.1

              	 	
                Conditions
                  Precedent to the Initial Extension of Credit

              	 	
                
                  19

                

              
	 	 	
                3.2

              	 	
                Conditions
                  Precedent to all Extensions of Credit

              	 	
                
                  20

                

              
	 	 	
                3.3

              	 	
                Term

              	 	
                
                  20

                

              
	 	 	
                3.4

              	 	
                Effect
                  of Termination

              	 	
                
                  20

                

              
	 	 	
                3.5

              	 	
                Early
                  Termination by Borrowers

              	 	
                
                  20

                

              
	
                4.

              	 	REPRESENTATIONS
                AND WARRANTIES	 	
                20

              
	 	 	
                4.1

              	 	
                No
                  Encumbrances

              	 	
                
                  21

                

              
	 	 	
                4.2

              	 	
                Eligible
                  Accounts

              	 	
                
                  21

                

              
	 	 	
                4.3

              	 	
                Eligible
                  Inventory

              	 	
                
                  21

                

              
	 	 	
                4.4

              	 	
                Equipment

              	 	
                
                  21

                

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
         

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	 	 	 	 	
                 Page 

              
	 	 	
                4.5

              	 	
                Location
                  of Inventory and Equipment

              	 	
                
                  21

                

              
	 	 	
                4.6

              	 	
                Inventory
                  Records

              	 	
                
                  
                    21

                  

                

              
	 	 	
                4.7

              	 	
                Jurisdiction
                  of Organization; Location of Chief Executive Office; Organizational
                  Identification Number; Commercial Tort Claims

              	 	
                
                  21

                

              
	 	 	
                4.8

              	 	
                Due
                  Organization and Qualification; Subsidiaries

              	 	
                22

              
	 	 	
                4.9

              	 	
                Due
                  Authorization; No Conflict

              	 	
                23

              
	 	 	
                4.10

              	 	
                Litigation

              	 	
                
                  23

                

              
	 	 	
                4.11

              	 	
                No
                  Material Adverse Change

              	 	
                
                  23

                

              
	 	 	
                4.12

              	 	
                Fraudulent
                  Transfer

              	 	
                
                  23

                

              
	 	 	
                4.13

              	 	
                Employee
                  Benefits

              	 	
                
                  23

                

              
	 	 	
                4.14

              	 	
                Environmental
                  Condition

              	 	
                24

              
	 	 	
                4.15

              	 	
                Intellectual
                  Property

              	 	
                
                  24

                

              
	 	 	
                4.16

              	 	
                Leases

              	 	
                
                  24

                

              
	 	 	
                4.17

              	 	
                Deposit
                  Accounts and Securities Accounts

              	 	
                
                  24

                

              
	 	 	
                4.18

              	 	
                Complete
                  Disclosure

              	 	
                25

              
	 	 	
                4.19

              	 	
                Indebtedness

              	 	
                
                  25

                

              
	 	 	
                4.20

              	 	
                Margin
                  Stock

              	 	
                
                  25

                

              
	 	 	
                4.21

              	 	
                Permits

              	 	
                
                  25

                

              
	 	 	
                4.22

              	 	
                Material
                  Contracts

              	 	
                
                  25

                

              
	 	 	
                4.23

              	 	
                Customers
                  and Suppliers

              	 	
                
                  25

                

              
	 	 	
                4.24

              	 	
                Taxes

              	 	
                
                  25

                

              
	 	 	
                4.25

              	 	
                Insurance

              	 	
                
                  26

                

              
	 	 	
                4.26

              	 	
                Investment
                  Company Act

              	 	
                26

              
	 	 	
                4.27

              	 	
                Brokerage
                  Fees

              	 	
                26

              
	 	 	
                4.28

              	 	
                Intentionally
                  Omitted

              	 	
                26

              
	 	 	
                4.29

              	 	
                Inactive
                  Subsidiaries

              	 	
                26

              
	 	 	 	 	 	 	
                 

              
	
                5.

              	 	AFFIRMATIVE
                COVENANTS	 	
                27

              
	 	 	
                5.1

              	 	
                Accounting
                  System

              	 	
                
                  27

                

              
	 	 	
                5.2

              	 	
                Collateral
                  Reporting

              	 	
                
                  27

                

              
	 	 	
                5.3

              	 	
                Financial
                  Statements, Reports, Certificates

              	 	
                
                  27

                

              
	 	 	
                5.4

              	 	
                Guarantor
                  Reports

              	 	
                27

              
	 	 	
                5.5

              	 	
                Inspection

              	 	
                27

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      (continued)

       

      
        	 	 	 	 	 	 	
                 Page 

              
	 	 	
                5.6

              	 	
                Maintenance
                  of Properties

              	 	
                27

              
	 	 	
                5.7

              	 	
                Taxes

              	 	
                27

              
	 	 	
                5.8

              	 	
                Insurance

              	 	
                28

              
	 	 	
                5.9

              	 	
                Location
                  of Inventory and Equipment

              	 	
                
                  28

                

              
	 	 	
                5.10

              	 	
                Compliance
                  with Laws

              	 	
                28

              
	 	 	
                5.11

              	 	
                Leases

              	 	
                28

              
	 	 	
                5.12

              	 	
                Existence

              	 	
                29

              
	 	 	
                5.13

              	 	
                Environmental

              	 	
                
                  29

                

              
	 	 	
                5.14

              	 	
                Disclosure
                  Updates

              	 	
                
                  29

                

              
	 	 	
                5.15

              	 	
                Control
                  Agreements

              	 	
                
                  29

                

              
	 	 	
                5.16

              	 	
                Formation
                  of Subsidiaries

              	 	
                
                  29

                

              
	 	 	
                5.17

              	 	
                Further
                  Assurances

              	 	
                30

              
	 	 	
                5.18

              	 	
                Organizational
                  ID

              	 	
                
                  30

                

              
	 	 	
                5.19

              	 	
                Material
                  Contracts 

              	 	
                
                  30

                

              
	 	 	
                5.20

              	 	
                Obtaining
                  Permits 

              	 	
                
                  30

                

              
	 	 	
                5.21

              	 	
                Copyrights

              	 	
                
                  30

                

              
	 	 	 	 	 	 	 
	
                6.

              	 	NEGATIVE
                COVENANTS	 	
                
                  30

                

              
	 	 	
                6.1

              	 	
                Indebtedness

              	 	
                31

              
	 	 	
                6.2

              	 	
                Liens

              	 	
                
                  31

                

              
	 	 	
                6.3

              	 	
                Restrictions
                  on Fundamental Changes

              	 	
                
                  32

                

              
	 	 	
                6.4

              	 	
                Disposal
                  of Assets

              	 	
                
                  32

                

              
	 	 	
                6.5

              	 	
                Change
                  Name

              	 	
                
                  32

                

              
	 	 	
                6.6

              	 	
                Nature
                  of Business

              	 	
                
                  32

                

              
	 	 	
                6.7

              	 	
                Prepayments
                  and Amendments

              	 	
                
                  32

                

              
	 	 	
                6.8

              	 	
                Change
                  of Control

              	 	
                33

              
	 	 	
                6.9

              	 	
                Consignments

              	 	
                
                  33

                

              
	 	 	
                6.10

              	 	
                Distributions

              	 	
                
                  33

                

              
	 	 	
                6.11

              	 	
                Accounting
                  Methods

              	 	
                
                  33

                

              
	 	 	
                6.12

              	 	
                Investments

              	 	
                
                  33

                

              
	 	 	
                6.13

              	 	
                Transactions
                  with Affiliates

              	 	
                33

              
	 	 	
                6.14

              	 	
                Use
                  of Proceeds

              	 	
                34

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      (continued)

       

      
        	 	 	 	 	 	 	
                 Page 

              
	 	 	
                6.15

              	 	
                Inventory
                  and Equipment with Bailees

              	 	
                34

              
	 	 	
                6.16

              	 	
                Financial
                  Covenants

              	 	
                34

              
	 	 	
                6.17

              	 	
                Line
                  of Business

              	 	
                35

              
	 	 	
                6.18

              	 	
                Copyrights

              	 	
                35

              
	 	 	
                6.19

              	 	
                Inactive
                  Subsidiaries

              	 	
                35

              
	 	 	 	 	 	 	
                 

              
	
                7.

              	 	EVENTS
                OF DEFAULT	 	
                35

              
	
                8.

              	 	THE
                LENDER GROUP'S RIGHTS AND REMEDIES	 	
                37

              
	 	 	
                8.1

              	 	
                Rights
                  and Remedies

              	 	
                37

              
	 	 	
                8.2

              	 	
                Remedies
                  Cumulative

              	 	
                38

              
	
                9.

              	 	TAXES
                AND EXPENSES	 	
                
                  38

                

              
	
                10.

              	 	WAIVERS;
                INDEMNIFICATION	 	
                
                  38

                

              
	 	 	
                10.1

              	 	
                Demand;
                  Protest; etc

              	 	
                
                  38

                

              
	 	 	
                10.2

              	 	
                The
                  Lender Group's Liability for Collateral

              	 	
                
                  38

                

              
	 	 	
                10.3

              	 	
                Indemnification

              	 	
                
                  38

                

              
	
                11.

              	 	NOTICES	 	
                39

              
	
                12.

              	 	CHOICE
                OF LAW AND VENUE; JURY TRIAL WAIVER	 	
                40

              
	
                13.

              	 	ASSIGNMENTS
                AND PARTICIPATIONS; SUCCESSORS	 	
                41

              
	 	 	
                13.1

              	 	
                Assignments
                  and Participations

              	 	
                42

              
	 	 	
                13.2

              	 	
                Successors

              	 	
                43

              
	
                14.

              	 	AMENDMENTS;
                WAIVERS	 	
                
                  43

                

              
	 	 	
                14.1

              	 	
                Amendments
                  and Waivers

              	 	
                
                  43

                

              
	 	 	
                14.2

              	 	
                Replacement
                  of Holdout Lender

              	 	
                
                  44

                

              
	 	 	
                14.3

              	 	
                No
                  Waivers; Cumulative Remedies

              	 	
                44

              
	
                15.

              	 	AGENT;
                THE LENDER GROUP	 	
                44

              
	 	 	
                15.1

              	 	
                Appointment
                  and Authorization of Agent

              	 	
                45

              
	 	 	
                15.2

              	 	
                Delegation
                  of Duties

              	 	
                45

              
	 	 	
                15.3

              	 	
                Liability
                  of Agent

              	 	
                45

              
	 	 	
                15.4

              	 	
                Reliance
                  by Agent

              	 	
                46

              
	 	 	
                15.5

              	 	
                Notice
                  of Default or Event of Default

              	 	
                46

              
	 	 	
                15.6

              	 	
                Credit
                  Decision

              	 	
                46

              
	 	 	
                15.7

              	 	
                Costs
                  and Expenses; Indemnification

              	 	
                47

              
	 	 	
                15.8

              	 	
                Agent
                  in Individual Capacity

              	 	
                47

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      (continued)

       

      
        	 	 	 	 	 	 	
                 Page 

              
	 	 	
                15.9

              	 	
                Successor
                  Agent

              	 	
                47

              
	 	 	
                15.10

              	 	
                Lender
                  in Individual Capacity

              	 	
                48

              
	 	 	
                15.11

              	 	
                Withholding
                  Taxes

              	 	
                48

              
	 	 	
                15.12

              	 	
                Collateral
                  Matters

              	 	
                48

              
	 	 	
                15.13

              	 	
                Restrictions
                  on Actions by Lenders; Sharing of Payments

              	 	
                49

              
	 	 	
                15.14

              	 	
                Agency
                  for Perfection

              	 	
                49

              
	 	 	
                15.15

              	 	
                Payments
                  by Agent to the Lenders

              	 	
                49

              
	 	 	
                15.16

              	 	
                Concerning
                  the Collateral and Related Loan Documents

              	 	
                50

              
	 	 	
                15.17

              	 	
                Field
                  Audits and Examination Reports; Confidentiality; Disclaimers by
                  Lenders;
                  Other Reports and Information

              	 	
                50

              
	 	 	
                15.18

              	 	
                Several
                  Obligations; No Liability

              	 	
                48

              
	 	 	
                15.19

              	 	
                Bank
                  Product Providers

              	 	
                49

              
	
                16.

              	 	GENERAL
                PROVISIONS	 	
                49

              
	 	 	
                16.1

              	 	
                Effectiveness

              	 	
                49

              
	 	 	
                16.2

              	 	
                Section
                  Headings

              	 	
                49

              
	 	 	
                16.3

              	 	
                Interpretation

              	 	
                49

              
	 	 	
                16.4

              	 	
                Severability
                  of Provisions

              	 	
                49

              
	 	 	
                16.5

              	 	
                Counterparts;
                  Electronic Execution

              	 	
                49

              
	 	 	
                16.6

              	 	
                Revival
                  and Reinstatement of Obligations

              	 	
                49

              
	 	 	
                16.7

              	 	
                Confidentiality

              	 	
                50

              
	 	 	
                16.8

              	 	
                Lender
                  Group Expenses 

              	 	
                50

              
	 	 	
                16.9

              	 	
                USA
                  PATRIOT Act

              	 	
                46

              
	 	 	
                16.9

              	 	
                Integration

              	 	
                50

              
	 	 	
                16.10

              	 	
                Parent
                  as Agent for Borrowers

              	 	
                50

              


      

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

       

    

    EXHIBITS
      AND SCHEDULES

    

      
        	
                Exhibit
                  A-1

              	
                Form
                  of Assignment and Acceptance 

              
	
                Exhibit
                  B-1

              	
                Intentionally
                  Omitted

              
	
                Exhibit
                  C-1

              	
                Form
                  of Compliance Certificate

              
	
                Exhibit
                  L-1

              	
                Form
                  of LIBOR Notice

              
	 	 
	
                Schedule
                  A-1

              	
                Agent's
                  Account

              
	
                Schedule
                  A-2

              	
                Authorized
                  Persons

              
	
                Schedule
                  C-1

              	
                Commitments

              
	
                Schedule
                  D-1

              	
                Designated
                  Account

              
	
                Schedule
                  E-1

              	
                Eligible
                  Inventory Locations

              
	
                Schedule
                  M-1

              	
                Material
                  Contracts

              
	
                Schedule
                  P-1

              	
                Permitted
                  Liens

              
	
                Schedule
                  P-2

              	
                Permitted
                  Dispositions

              
	
                Schedule
                  R-1

              	
                Real
                  Property Collateral

              
	
                Schedule
                  1.1

              	
                Definitions

              
	
                Schedule
                  2.7(a)

              	
                Cash
                  Management Banks

              
	
                Schedule
                  3.1

              	
                Conditions
                  Precedent

              
	
                Schedule
                  3.1(i)

              	
                Collateral
                  Access Agreement Locations

              
	
                Schedule
                  4.5

              	
                Locations
                  of Inventory and Equipment

              
	
                Schedule
                  4.7(a)

              	
                Jurisdictions
                  of Organization

              
	
                Schedule
                  4.7(b)

              	
                Chief
                  Executive Offices

              
	
                Schedule
                  4.7(c)

              	
                Organizational
                  Identification Numbers

              
	
                Schedule
                  4.7(d)

              	
                Commercial
                  Tort Claims

              
	
                Schedule
                  4.8(b)

              	
                Capitalization
                  of Loan Parties

              
	
                Schedule
                  4.8(c)

              	
                Capitalization
                  of Loan Parties' Subsidiaries

              
	
                Schedule
                  4.10

              	
                Litigation

              
	
                Schedule
                  4.14

              	
                Environmental
                  Matters

              
	
                Schedule
                  4.15

              	
                Intellectual
                  Property

              
	
                Schedule
                  4.17

              	
                Deposit
                  Accounts and Securities Accounts

              
	
                Schedule
                  4.19

              	
                Permitted
                  Indebtedness

              
	
                Schedule
                  4.22

              	
                Material
                  Contracts

              
	
                Schedule
                  4.24

              	
                Taxes

              
	
                Schedule
                  4.25

              	
                Insurance

              
	
                Schedule
                  4.29

              	
                Inactive
                  Subsidiaries

              
	
                Schedule
                  5.2

              	
                Collateral
                  Reporting

              
	
                Schedule
                  5.3

              	
                Financial
                  Statements, Reports, Certificates

              
	
                Schedule
                  6.3

              	
                Restrictions
                  on Fundamental Changes

              
	
                Schedule
                  6.6

              	
                Nature
                  of Business

              


      

    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    


    Schedule
      1.1

     

    As
      used
      in the Agreement, the following terms shall have the following
      definitions:

     

    "Account"
      means
      an account (as that term is defined in the Code).

     

    "Account
      Debtor"
      means
      any Person who is obligated on an Account, chattel paper, or a general
      intangible.

     

    "ACH
      Transactions"
      means
      any cash management or related services (including the Automated Clearing House
      processing of electronic fund transfers through the direct Federal Reserve
      Fedline system) provided by a Bank Product Provider for the account of
      Administrative Borrower or its Subsidiaries.

     

    "Act"
      has the
      meaning specified therefor in Section
      18.11.

     

    "Acquisition"
      means
      (a) a Stock Acquisition, or (b) an Asset Acquisition, as the context
      requires.

     

    "Activation
      Instruction"
      has the
      meaning specified therefor in Section
      2.7(b).

     

    "Additional
      Documents"
      has the
      meaning specified therefor in Section
      5.17.

     

    "Administrative
      Borrower"
      has the
      meaning specified therefor in Section
      18.13.

     

    "Advances"
      has the
      meaning specified therefor in Section
      2.1(a).

     

    "Affiliate"
      means,
      as applied to any Person, any other Person who controls, is controlled by,
      or is
      under common control with, such Person. For purposes of this definition,
      "control" means the possession, directly or indirectly through one or more
      intermediaries, of the power to direct the management and policies of a Person,
      whether through the ownership of Stock, by contract, or otherwise; provided,
      however,
      that,
      for purposes of the definition of Eligible Accounts and Section
      6.13
      of the
      Agreement: (a) any Person which owns directly or indirectly 20% or more of
      the
      Stock having ordinary voting power for the election of directors or other
      members of the governing body of a Person or 20% or more of the partnership
      or
      other ownership interests of a Person (other than as a limited partner of such
      Person) shall be deemed an Affiliate of such Person, (b) each director (or
      comparable manager) of a Person shall be deemed to be an Affiliate of such
      Person, and (c) each partnership in which a Person is a general partner shall
      be
      deemed an Affiliate of such Person; provided,
      however, that ZelnickMedia Corporation shall not be deemed to be an Affiliate
      of
      the Loan Parties or any of their respective Subsidiaries.

     

    "Agent"
      has the
      meaning specified therefor in the preamble to the Agreement.

     

    "Agent-Related
      Persons"
      means
      Agent, together with its Affiliates, officers, directors, employees, attorneys,
      and agents.

     

    "Agent's
      Account"
      means
      the Deposit Account of Agent identified on Schedule
      A-1.

     

    "Agent's
      Liens"
      means
      the Liens granted by Loan Parties or their Subsidiaries to Agent under the
      Loan
      Documents.

     

    "Agreement"
      means
      the Credit Agreement to which this Schedule
      1.1
      is
      attached.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Application
      Event"
      means
      the occurrence of (a) a failure by Loan Parties to repay all of the Obligations
      on the Maturity Date, or (b) an Event of Default and the election by the
      Required Lenders to declare all or any portion of the Obligations to be due
      and
      payable, to terminate the Revolver Commitment, or to exercise remedies against
      the Collateral.

     

    "Applicable
      Law"
      means,
      in the context that refers to one or more Persons, those Laws that apply to
      that
      Person or Persons or its or their business, undertaking, property or
      securities.

     

    "Applicable
      Margin"
      means,
      as of any date of determination,

     

    (a) For
      the
      period from and including the Closing Date to but excluding the effective date
      of any determination of the Applicable Margin pursuant to clause (b) below,
      the
      applicable rate per annum set forth opposite Level I below (the "Initial
      Applicable Margin").
      

     

    (b) For
      each
      quarter thereafter, commencing on the first day of the first quarter that occurs
      six months after the Closing Date, the relevant Applicable Margin set forth
      in
      the table below that corresponds to the applicable average Liquidity for the
      immediately preceding thirty day period set forth opposite thereto.


    

      
        	
                Level

              	 	
                30
                  Day Average Liquidity

              	 	
                Applicable
                  Margin in respect of Base Rate Loans

              	 	
                Applicable
                  Margin in respect of LIBOR Rate Loans

              
	
                I

              	 	
                Less
                  than or equal to $35,000,000

              	 	
                1.00%

              	 	
                2.25%

              
	
                II

              	 	
                Greater
                  than $35,000,000 but less than or equal to $75,000,0000

              	 	
                0.75%

              	 	
                2.00%

              
	
                III

              	 	
                Greater
                  than $75,000,000

              	 	
                0.50%

              	 	
                1.75%

              


      

    

     

    (c) Notwithstanding
      the foregoing, upon the occurrence and during the continuance of an Event of
      Default, the Applicable Margin shall be set at Level I set forth in the table
      above.

     

    "Asset
      Acquisition"
      means
      the purchase or other acquisition by a Person or its Subsidiaries of all or
      substantially all of the assets of any other Person.

     

    "Assignee"
      has the
      meaning specified therefor in Section
      13.1(a).
      

     

    "Assignment
      and Acceptance"
      means
      an Assignment and Acceptance Agreement substantially in the form of Exhibit
      A-1.

     

    "Authorized
      Person"
      means
      any one of the individuals identified on Schedule
      A-2.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Availability"
      means,
      as of any date of determination, the amount that Borrowers are entitled to
      borrow as Advances under Section
      2.1
      of the
      Agreement (after giving effect to all then outstanding Obligations (other than
      Bank Product Obligations) and all sublimits and reserves then applicable
      hereunder).

     

    "Bank
      Product"
      means
      any financial accommodation extended to Administrative Borrower or its
      Subsidiaries by a Bank Product Provider (other than pursuant to the Agreement)
      including: (a) ACH Transactions, (b) cash management, including controlled
      disbursement, accounts or services, or (c) transactions under Hedge
      Agreements.

     

    "Bank
      Product Agreements"
      means
      those agreements entered into from time to time by Administrative Borrower
      or
      its Subsidiaries with a Bank Product Provider in connection with the obtaining
      of any of the Bank Products.

     

    "Bank
      Product Collateralization"
      means
      providing cash collateral (pursuant to documentation reasonably satisfactory
      to
      Agent) to be held by Agent for the benefit of the Bank Product Providers in
      an
      amount determined by Agent as sufficient to satisfy the reasonably estimated
      credit exposure with respect to the then existing Bank Products.

     

    "Bank
      Product Obligations"
      means
      all obligations, liabilities, contingent reimbursement obligations, fees, and
      expenses owing by Administrative Borrower or its Subsidiaries to any Bank
      Product Provider pursuant to or evidenced by the Bank Product Agreements and
      irrespective of whether for the payment of money, whether direct or indirect,
      absolute or contingent, due or to become due, now existing or hereafter arising,
      and including all such amounts that Administrative Borrower or its Subsidiaries
      are obligated to reimburse to Agent or any member of the Lender Group as a
      result of Agent or such member of the Lender Group purchasing participations
      from, or executing indemnities or reimbursement obligations to, a Bank Product
      Provider with respect to the Bank Products provided by such Bank Product
      Provider to Administrative Borrower or its Subsidiaries.

     

    "Bank
      Product Provider"
      means
      Wells Fargo or any of its Affiliates.

     

    "Bank
      Product Reserve"
      means,
      as of any date of determination, the lesser of (a) $5,000,000,
      and (b)
      the amount of reserves that Agent has established (based upon the Bank Product
      Providers' reasonable determination of the credit exposure of Administrative
      Borrower and its Subsidiaries in respect of Bank Products) in respect of Bank
      Products then provided or outstanding. 

     

    "Bankruptcy
      Code"
      means
      title 11 of the United States Code or any similar legislation in a relevant
      jurisdiction, in each case, as in effect from time to time.

     

    "Base
      LIBOR Rate"
      means
      the greater of (i) 4.0% per annum and (ii) the rate per annum, determined by
      Agent in accordance with its customary procedures, and utilizing such electronic
      or other quotation sources as it considers appropriate, to be the rate at which
      Dollar deposits (for delivery on the first day of the requested Interest Period)
      are offered to major banks in the London interbank market 2 Business Days prior
      to the commencement of the requested Interest Period, for a term and in an
      amount comparable to the Interest Period and the amount of the LIBOR Rate Loan
      requested (whether as an initial LIBOR Rate Loan or as a continuation of a
      LIBOR
      Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by
      Administrative Borrower in accordance with the Agreement, which determination
      shall be conclusive in the absence of manifest error.

     

    "Base
      Rate"
      means,
      the greater of (i) 6.0% per annum and (ii) the rate of interest announced,
      from
      time to time, within Wells Fargo at its principal office in San Francisco as
      its
      "prime rate", with the understanding that the "prime rate" is one of Wells
      Fargo's base rates (not necessarily the lowest of such rates) and serves as
      the
      basis upon which effective rates of interest are calculated for those loans
      making reference thereto and is evidenced by the recording thereof after its
      announcement in such internal publications as Wells Fargo may
      designate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Base
      Rate Loan"
      means
      the portion of the Advances that bears interest at a rate determined by
      reference to the Base Rate.

     

    "Benefit
      Plan"
      means a
      "defined benefit plan" (as defined in Section 3(35) of ERISA) for which any
      Loan
      Party or any Subsidiary or ERISA Affiliate of any Loan Party has been an
      "employer" (as defined in Section 3(5) of ERISA) within the past six
      years.

     

    "Board
      of Directors"
      means
      the board of directors (or comparable managers) of Parent or any committee
      thereof duly authorized to act on behalf of the board of directors (or
      comparable managers).

     

    "Borrower"
      and
      "Borrowers"
      have
      the respective meanings specified therefor in the preamble to the
      Agreement.

     

    "Borrowing"
      means a
      borrowing hereunder consisting of Advances made on the same day by the Lenders
      (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan,
      or
      by Agent in the case of a Protective Advance, in each case, to Administrative
      Borrower.

     

    "Borrowing
      Base"
      means,
      as of any date of determination, the result of:

     

    (a) 
      85% of
      the amount of Eligible Accounts, less
      the
      amount, if any, of the Dilution Reserve, plus

     

    (b) 65%
      of
      the value of Eligible Inventory, plus

     

    (c) $25,000,000,
      minus

     

    (d) the
      sum
      of (i) the Bank Product Reserve, and (ii) the aggregate amount of reserves,
      if
      any, established by Agent under Section
      2.1(b).
      

     

    "Business
      Day"
      means
      any day that is not a Saturday, Sunday, or other day on which banks are
      authorized or required to close in the state of New York, except that, if a
      determination of a Business Day shall relate to a LIBOR Rate Loan, the term
      "Business Day" also shall exclude any day on which banks are closed for dealings
      in Dollar deposits in the London interbank market.

     

    "Capital
      Expenditures"
      means,
      with respect to any Person for any period, the aggregate of all expenditures
      by
      such Person and its Subsidiaries during such period that are capital
      expenditures as determined in accordance with GAAP, whether such expenditures
      are paid in cash or financed
      minus
      any software development costs to the extent deducted under the definition
      of
      EBITDA for such period.

     

    "Capitalized
      Lease Obligation"
      means
      that portion of the obligations under a Capital Lease that is required to be
      capitalized in accordance with GAAP.

     

    "Capital
      Lease"
      means a
      lease that is required to be capitalized for financial reporting purposes in
      accordance with GAAP.

     

    "Cash
      Equivalents"
      means
      (a) marketable direct obligations issued by, or unconditionally guaranteed
      by,
      the United States or issued by any agency thereof and backed by the full faith
      and credit of the United States, in each case maturing within 1 year from the
      date of acquisition thereof, (b) marketable direct obligations issued by any
      state of the United States or any political subdivision of any such state or
      any
      public instrumentality thereof maturing within 1 year from the date of
      acquisition thereof and, at the time of acquisition, having one of the two
      highest ratings obtainable from either Standard & Poor's Rating Group or its
      successor ("S&P") or Moody's Investors Service, Inc. or its successor
      ("Moody's"), (c) commercial paper maturing no more than 270 days from the date
      of creation thereof and, at the time of acquisition, having a rating of at
      least
      A-1 from S&P or at least P-1 from Moody's, (d) certificates of deposit or
      bankers' acceptances maturing within 1 year from the date of acquisition thereof
      issued by any bank organized under the Laws of the United States or any state
      thereof having at the date of acquisition thereof combined capital and surplus
      of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any
      bank that satisfies the criteria described in clause (d) above, or (ii) any
      other bank organized under the Laws of the United States or any state thereof
      so
      long as the amount maintained with any such other bank is less than or equal
      to
      $100,000 and is insured by the Federal Deposit Insurance Corporation, and (f)
      Investments in money market funds substantially all of whose assets are invested
      in the types of assets described in clauses (a) through (e) above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Cash
      Management Account"
      has the
      meaning specified therefor in Section
      2.7(a).

     

    "Cash
      Management Agreements"
      means
      those certain cash management agreements, in form and substance reasonably
      satisfactory to Agent, each of which is among Administrative Borrower or one
      of
      its Subsidiaries, Agent, and one of the Cash Management Banks.

     

    "Cash
      Management Bank"
      has the
      meaning specified therefor in Section
      2.7(a).

     

    "Change
      of Control"
      means
      that (a) any "person" or "group" (within the meaning of Sections 13(d) and
      14(d)
      of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of more than 51%, of the Stock
      of Parent having the right to vote for the election of members of the Board
      of
      Directors, or (b) Parent ceases to own and control, directly or indirectly,
      100%
      of the outstanding Stock of each other Loan Party, other than as a result of
      a
      Permitted Merger or dissolution of a Loan Party permitted pursuant to Section
      6.3 or a Permitted Disposition permitted pursuant to Section
      6.4.

     

    "Closing
      Date"
      means
      the date of the making of the initial Advance (or other extension of credit)
      hereunder or the date on which Agent sends Administrative Borrower a written
      notice that each of the conditions precedent set forth on Schedule
      3.1
      either
      have been satisfied or have been waived.

     

    "Code"
      means
      the New York Uniform Commercial Code, as in effect from time to time.


     

    "Collateral"
      means
      all assets and interests in assets and proceeds thereof now owned or hereafter
      acquired by the Loan Parties in or upon which a Lien is granted under any of
      the
      Loan Documents.

     

    "Collateral
      Access Agreement"
      means a
      landlord waiver, bailee letter, or acknowledgement agreement of any lessor,
      warehouseman, processor, consignee, or other Person in possession of, having
      a
      Lien upon, or having rights or interests in Administrative Borrower's or its
      Subsidiaries' books and records, Equipment, or Inventory, in each case, in
      form
      and substance reasonably satisfactory to Agent.

     

    "Collections"
      means
all
      cash,
      checks, notes, instruments, and other items of payment (including insurance
      proceeds, proceeds of cash sales, rental proceeds, and tax
      refunds).

     

    "Commitment"
      means,
      with respect to each Lender, its Revolver Commitment, or its Total Commitment,
      as the context requires, and, with respect to all Lenders, their Revolver
      Commitments, or their Total Commitments, as the context requires, in each case
      as such Dollar amounts are set forth beside such Lender's name under the
      applicable heading on Schedule
      C-1
      or in
      the Assignment and Acceptance pursuant to which such Lender became a Lender
      hereunder, as such amounts may be reduced or increased from time to time
      pursuant to assignments made in accordance with the provisions of Section
      13.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Compliance
      Certificate"
      means a
      certificate substantially in the form of Exhibit
      C-1
      delivered by the chief financial officer of Parent to Agent.

     

    "Contribution
      Agreement"
      means
      the Contribution Agreement dated as of the Closing Date, among Loan Parties,
      in
      form and substance satisfactory to Agent.

     

    "Control
      Agreement"
      means a
      control agreement, in form and substance reasonably satisfactory to Agent,
      executed and delivered by the Administrative Borrower or one of its
      Subsidiaries, Agent, and the applicable securities intermediary (with respect
      to
      a Securities Account) or bank (with respect to a Deposit Account).

     

    "Copyright
      Security Agreement"
      has the
      meaning specified therefor in the Security Agreement.

     

    "Daily
      Balance"
      means,
      as of any date of determination and with respect to any Obligation, the amount
      of such Obligation owed at the end of such day.

     

    "Default"
      means
      an event, condition, or default that, with the giving of notice, the passage
      of
      time, or both, would be an Event of Default.

     

    "Defaulting
      Lender"
      means
      any Lender that fails to make any Advance (or other extension of credit) that
      it
      is required to make hereunder on the date that it is required to do so
      hereunder.

     

    "Defaulting
      Lender Rate"
      means
      (a) for the first 3 days from and after the date the relevant payment is due,
      the Base Rate, and (b) thereafter, the interest rate then applicable to Advances
      that are Base Rate Loans (inclusive of the Base Rate Margin applicable
      thereto).

     

    "Deposit
      Account"
      means
      any deposit account (as that term is defined in the Code).

     

    "Designated
      Account"
      means
      the Deposit Account of Administrative Borrower identified on Schedule
      D-1.
      

     

    "Designated
      Account Bank"
      has the
      meaning specified therefor in Schedule
      D-1.

     

    "Dilution"
      means,
      as of any date of determination, a percentage, based upon the experience of
      the
      immediately prior ninety (90) consecutive days, that is the result of dividing
      the Dollar amount of (a) bad debt write-downs, discounts, advertising
      allowances, credits, or other dilutive items with respect to Borrowers' Accounts
      during such period, by (b) Borrowers' billings with respect to Accounts during
      such period.

     

    "Dilution
      Reserve"
      means,
      as of any date of determination, an amount sufficient to reduce the advance
      rate
      against Eligible Accounts by 1 percentage point for each percentage point by
      which Dilution is in excess of 5%.

     

    "Disbursement
      Letter"
      means
      an instructional letter executed and delivered by Loan Parties to Agent and
      Lenders regarding the extensions of credit to be made on the Closing Date,
      the
      form and substance of which is reasonably satisfactory to Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Dollars"
      or
      "$"
      means
      United States dollars.

     

    "EBITDA"
      means,
      with respect to any fiscal period, Parent's and its Subsidiaries' consolidated
      net earnings (or loss), minus extraordinary gains, interest income, and
      any
      software development costs to the extent capitalized during such period,
plus
      non-cash charges (including goodwill imputed and write-offs of software
      development costs), interest expense (net of interest income), non-cash
      compensation expenses, non-cash stock option expense, non-cash restricted stock
      expense, income taxes, amortization of capitalized software expense,
      amortization of intellectual property expense, and other depreciation and
      amortization for such period, in each case, determined, without duplication,
      on
      a consolidated basis in accordance with GAAP. For the purposes of calculating
      EBITDA for any period of four consecutive fiscal quarters (each, a "Reference
      Period"),
      if at
      any time during such Reference Period (and after the Closing Date) Parent or
      any
      of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such
      Reference Period shall be calculated after giving pro forma effect thereto
      in
      accordance with Regulation S-X promulgated under the Exchange Act or in such
      other manner acceptable to the Agent as if the Permitted Acquisition occurred
      on
      the first day of such Reference Period. 

     

    "Eligible
      Accounts"
      means
      those Accounts created by a Loan Party in the ordinary course of its business,
      that arise out of its sale of goods or rendition of services, that comply with
      each of the representations and warranties respecting Eligible Accounts made
      in
      the Loan Documents, and that are not excluded as ineligible by virtue of one
      or
      more of the excluding criteria set forth below; provided,
      however,
      that
      such criteria may be revised from time to time by Agent in Agent's Permitted
      Discretion to address the results of any audit performed by Agent from time
      to
      time after the Closing Date. In determining the amount to be included, Eligible
      Accounts shall be calculated net of customer deposits and unapplied cash.
      Eligible Accounts shall not include the following:

     

    (a) Accounts
      that the Account Debtor has failed to pay within 90 days of original invoice
      date or Accounts that are more than 60 days past due,

     

    (b) Accounts
      owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts
      owed by that Account Debtor (or its Affiliates) are deemed ineligible under
      clause (a) above,

     

    (c) Accounts
      with respect to which the Account Debtor is an Affiliate of any Loan Party
      or an
      employee or agent of any Loan Party or any Affiliate of any Loan
      Party,

     

    (d) Accounts
      arising in a transaction wherein goods are placed on consignment or are sold
      pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill
      and
      hold, or any other terms by reason of which the payment by the Account Debtor
      may be conditional,

     

    (e) Accounts
      that are not payable in Dollars,

     

    (f) Accounts
      with respect to which the Account Debtor either (i) does not maintain its chief
      executive office in the United States, or (ii) is not organized under the Laws
      of the United States or any state or territory thereof, or (iii) is the
      government of any foreign country or sovereign state, or of any state, province,
      municipality, or other political subdivision thereof, or of any department,
      agency, public corporation, or other instrumentality thereof, unless (y) the
      Account is supported by an irrevocable letter of credit reasonably satisfactory
      to Agent (as to form, substance, and issuer or domestic confirming bank) that
      has been delivered to Agent and is directly drawable by Agent, or (z) the
      Account is covered by credit insurance in form, substance, and amount, and
      by an
      insurer, reasonably satisfactory to Agent,

     

    (g) Accounts
      with respect to which the Account Debtor is either (i) the United States or
      any
      department, agency, or instrumentality of the United States (exclusive, however,
      of Accounts with respect to which the applicable Loan Party has complied, to
      the
      reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC
§
3727), or (ii) any state of the United States (exclusive, however, of (A)
      Accounts owed by any state or province that does not have a statutory
      counterpart to the Assignment of Claims Act or (B) Accounts owed by any state
      or
      province that does have a statutory counterpart to the Assignment of Claims
      Act
      as to which the applicable Loan Party has complied to Agent's satisfaction);
      provided,
      that
      for the period not exceeding sixty (60) days after the Closing Date, such
      Accounts shall not be excluded from Eligible Accounts solely by reason of the
      applicable Loan Party not complying with the Assignment of Claims
      Act,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h) Accounts
      with respect to which the Account Debtor is a creditor of any Loan Party, has
      or
      has asserted a right of setoff, or has disputed its obligation to pay all or
      any
      portion of the Account, to the extent of such claim, right of setoff, or
      dispute, 

     

    (i) Accounts
      with respect to an Account Debtor whose total obligations owing to Borrowers
      exceed 10% (or, (x) in the case of any of Wal-Mart, Game Stop and Best Buy,
      25%,
      (y) in the case of Target Corp., 20%, or (z) in the aggregate for Wal-Mart,
      Game
      Stop and Best Buy, 75%) (such percentage, as applied to a particular Account
      Debtor, being subject to reduction by Agent in its Permitted Discretion if
      the
      creditworthiness of such Account Debtor deteriorates in any material respect)
      of
      all Eligible Accounts, to the extent of the obligations owing by such Account
      Debtor in excess of such percentage; provided,
      however,
      that,
      in each case, the amount of Eligible Accounts that are excluded because they
      exceed the foregoing percentage shall be determined by Agent based on all of
      the
      otherwise Eligible Accounts prior to giving effect to any eliminations based
      upon the foregoing concentration limit,

     

    (j) Accounts
      with respect to which the Account Debtor is subject to an Insolvency Proceeding,
      is not Solvent, has gone out of business, or as to which a Loan Party has
      received notice of an imminent Insolvency Proceeding or a material impairment
      of
      the financial condition of such Account Debtor,

     

    (k) Accounts
      with respect to which the Account Debtor is located in a state or jurisdiction
      (e.g., New Jersey, Minnesota, and West Virginia) that requires, as a condition
      to access to the courts of such jurisdiction, that a creditor qualify to
      transact business, file a business activities report or other report or form,
      or
      take one or more other actions, unless the applicable Borrower has so qualified,
      filed such reports or forms, or taken such actions (and, in each case, paid
      any
      required fees or other charges), except to the extent that the applicable Loan
      Party may qualify subsequently as a foreign entity authorized to transact
      business in such state or jurisdiction and gain access to such courts, without
      incurring any cost or penalty viewed by Agent to be significant in amount,
      and
      such later qualification cures any access to such courts to enforce payment
      of
      such Account,

     

    (l) 
      Accounts
      that are not subject to a valid and perfected first priority Agent's
      Lien,

     

    (m) Accounts
      with respect to which (i) the goods giving rise to such Account have not been
      shipped and billed to the Account Debtor, or (ii) the services giving rise
      to
      such Account have not been performed and billed to the Account Debtor,
      or

     

    (n) Accounts
      that represent the right to receive progress payments or other advance billings
      that are due prior to the completion of performance by the applicable Loan
      Party
      of the subject contract for goods or services.

     

    "Eligible
      Inventory"
      means
      Inventory of Loan Parties consisting of first quality finished goods held for
      sale in the ordinary course of Loan Parties' business, that complies with each
      of the representations and warranties respecting Eligible Inventory made in
      the
      Loan Documents, and that is not excluded as ineligible by virtue of one or
      more
      of the excluding criteria set forth below; provided, however, that such criteria
      may be revised from time to time by Agent in Agent's Permitted Discretion to
      address the results of any audit or appraisal performed by Agent from time
      to
      time after the Closing Date. In determining the amount to be so included,
      Inventory shall be valued at the lower of cost or market on a basis consistent
      with Borrowers' historical accounting practices. An item of Inventory shall
      not
      be included in Eligible Inventory if:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) a
      Loan
      Party does not have good, valid, and marketable title thereto,

     

    (b) it
      is not
      located at one of the locations in the continental United States set forth
      on
Schedule
      E-1
      (or
      in-transit from one such location to another such location),

     

    (c) it
      is
      located on real property leased by a Loan Party or in a contract warehouse,
      in
      each case, unless it is subject to a Collateral Access Agreement executed by
      the
      lessor or warehouseman, as the case may be, and unless it is segregated or
      otherwise separately identifiable from goods of others, if any, stored on the
      premises; provided,
      however,
      that
      any Inventory that would not otherwise be Eligible Inventory solely because
      no
      Collateral Access Agreement has been received by Agent for a location, such
      Inventory may nevertheless be considered Eligible Inventory to the extent Agent
      shall have established reserves in respect of amounts due or to become due
      to
      the landlord, owner or operator of such location, which reserves shall not
      exceed at any one time the aggregate of all amounts payable by such Loan Party
      to such lessors, owners and operators for a period of three (3) months (or,
      if
      the jurisdiction in which such location is located has a landlord lien statute
      that provides the landlord, owner or operator of such location with a lien
      securing payments owing to such landlord, owner or operator for a period in
      excess of three months, such longer period as deemed necessary by
      Agent),

     

    (d) it
      is not
      subject to a valid and perfected first priority Agent's Lien,

     

    (e) it
      consists of goods returned or rejected by a Loan Party's customers,
      or

     

    (f) it
      consists of goods that are obsolete or slow moving, restrictive or custom items,
      work-in-process, raw materials, or goods that constitute spare parts, packaging
      and shipping materials, supplies used or consumed in a Loan Party's business,
      bill and hold goods, defective goods, "seconds," or Inventory acquired on
      consignment.

     

    "Eligible
      Transferee"
      means
      (a) a commercial bank organized under the Laws of the United States, or any
      state thereof, and having total assets in excess of $250,000,000, (b) a
      commercial bank organized under the Laws of any other country which is a member
      of the Organization for Economic Cooperation and Development or a political
      subdivision of any such country and which has total assets in excess of
      $250,000,000, provided that such bank is acting through a branch or agency
      located in the United States, (c) a finance company, insurance company, or
      financial institution that is engaged in making, purchasing, or otherwise
      investing in commercial loans in the ordinary course of its business and having
      (together with its Affiliates) total assets in excess of $250,000,000, (d)
      any
      Affiliate (other than individuals) of a Lender, (e) so long as no Event of
      Default has occurred and is continuing, any other Person approved by Agent
      and
      Administrative Borrower (which approval of Administrative Borrower shall not
      be
      unreasonably withheld, delayed, or conditioned), and (f) during the continuation
      of an Event of Default, any other Person approved by Agent.

     

    "Environmental
      Actions"
      means
      any complaint, summons, citation, notice, directive, order, claim, litigation,
      investigation, judicial or administrative proceeding, judgment, letter, or
      other
      communication from any Governmental Authority, or any third party involving
      violations of Environmental Laws or releases of Hazardous Materials from (a)
      any
      assets, properties, or businesses of any Loan Party, any Subsidiary of a Loan
      Party, (b) from adjoining properties or businesses, or (c) from or onto any
      facilities which received Hazardous Materials generated by any Loan Party,
      any
      Subsidiary of a Loan Party, or any of their predecessors in
      interest.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Environmental
      Law"
      means
      any applicable federal, state, provincial, foreign or local statute, Law, rule,
      regulation, ordinance, code, binding and enforceable guideline, binding and
      enforceable written policy, or rule of common law now or hereafter in effect
      and
      in each case as amended, or any judicial or administrative interpretation
      thereof, including any written judicial or administrative order, consent decree
      or judgment, in each case, to the extent binding on any Loan Party or any
      Subsidiary of a Loan Party, relating to the environment, the effect of the
      environment on employee health, Hazardous Materials; any state, local,
      provincial or foreign counterparts or equivalents and any regulations
      promulgated thereunder to the extent binding on any Loan Party, in each case
      as
      amended from time to time, in each case as amended from time to time during
      the
      term of this Agreement.

     

    "Environmental
      Liabilities"
      means
      all liabilities, monetary obligations, losses, damages, punitive damages,
      consequential damages, treble damages, costs and expenses (including all
      reasonable fees, disbursements and expenses of counsel, experts, or consultants,
      and costs of investigation and feasibility studies), fines, penalties,
      sanctions, and interest incurred as a result of any claim or demand, or Remedial
      Action required, by any Governmental Authority or any third party, and which
      relate to any Environmental Action.

     

    "Environmental
      Lien"
      means
      any Lien in favor of any Governmental Authority for Environmental
      Liabilities.

     

    "Equipment"
      means
      equipment (as that term is defined in the Code).

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended, and any
      successor statute thereto. 

     

    "ERISA
      Affiliate"
      means
      (a) any Person subject to ERISA whose employees are treated as employed by
      the
      same employer as the employees of a Loan Party or a Subsidiary of a Loan Party
      under IRC Section 414(b), (b) any trade or business subject to ERISA whose
      employees are treated as employed by the same employer as the employees of
      a
      Loan Party or a Subsidiary of a Loan Party under IRC Section 414(c), (c) solely
      for purposes of Section 302 of ERISA and Section 412 of the IRC, any
      organization subject to ERISA that is a member of an affiliated service group
      of
      which a Loan Party or a Subsidiary of a Loan Party is a member under IRC Section
      414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412
      of
      the IRC, any Person subject to ERISA that is a party to an arrangement with
      a
      Loan Party or a Subsidiary of a Loan Party and whose employees are aggregated
      with the employees of a Loan Party or a Subsidiary of a Loan Party under IRC
      Section 414(o).

     

    "Event
      of Default"
      has the
      meaning specified therefor in Section
      7.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as in effect from time to
      time.

     

    "Excluded
      Foreign Subsidiary"
      means
      any now existing or hereafter acquired Subsidiary of a Loan Party that is not
      organized under the laws of any jurisdiction within the United States or
      Canada.

     

    "Fee
      Letter"
      means
      that certain fee letter between Borrowers and Agent, in form and substance
      satisfactory to Agent.

     

    "Funding
      Date"
      means
      the date on which a Borrowing occurs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Funding
      Losses"
      has the
      meaning specified therefor in Section
      2.13(b)(ii).

     

    "GAAP"
      means
      generally accepted accounting principles as in effect from time to time in
      the
      United States, consistently applied.

     

    "Governing
      Documents"
      means,
      with respect to any Person, the certificate or articles of incorporation,
      by-laws, or other organizational documents of such Person.

     

    "Governmental
      Authority"
      means
      any federal, state, local, provincial or other governmental or administrative
      body, instrumentality, board, department, or agency or any court, tribunal,
      administrative hearing body, arbitration panel, commission, or other similar
      dispute-resolving panel or body.

     

    "Guarantied
      Obligations"
      means
      (a) the due and punctual payment of the principal of, and interest
      (including any interest that, but for the commencement of an Insolvency
      Proceeding, would have accrued) on, any and all premium on, and any and all
      fees, costs, indemnities, and expenses incurred in connection with, the
      Indebtedness owed by Borrowers to any member of the Lender Group pursuant to
      the
      terms of the Agreement or any other Loan Document and (b) the due and
      punctual payment of all other present or future Indebtedness owing by Borrowers
      to any member of the Lender Group in connection with any Loan
      Document.

     

    "Guarantors"
      means
      each Person that guarantees pursuant to Section 17, Section 5.16 or otherwise,
      all or any part of the Obligations, and "Guarantor"
      means
      any one of them.

     

    "Hazardous
      Materials"
      means
      (a) substances that are defined or listed in, or otherwise classified and
      regulated pursuant to, any Applicable Laws or regulations as "hazardous
      substances," "hazardous materials," "hazardous wastes," "toxic substances,"
      or
      any other formulation intended to define, list, or classify substances by reason
      of deleterious properties such as ignitability, corrosivity, reactivity,
      carcinogenicity, reproductive toxicity, or "EP toxicity", (b) oil, petroleum,
      or
      petroleum derived substances, natural gas, natural gas liquids, synthetic gas,
      drilling fluids, produced waters, and other wastes associated with the
      exploration, development, or production of crude oil, natural gas, or geothermal
      resources, (c) any flammable substances or explosives or any radioactive
      materials, and (d) asbestos in any form or electrical equipment that contains
      any oil or dielectric fluid containing levels of polychlorinated biphenyls
      in
      excess of 50 parts per million.

     

    "Hedge
      Agreement"
      means
      any and all agreements, or documents now existing or hereafter entered into
      by
      Administrative Borrower or any of its Subsidiaries that provide for an interest
      rate, credit, commodity or equity swap, cap, floor, collar, forward foreign
      exchange transaction, currency swap, cross currency rate swap, currency option,
      or any combination of, or option with respect to, these or similar transactions,
      for the purpose of hedging Administrative Borrower's or any of its Subsidiaries'
      exposure to fluctuations in interest or exchange rates, loan, credit exchange,
      security, or currency valuations or commodity prices.

     

    "Holdout
      Lender"
      has the
      meaning specified therefor in Section
      14.2(a).

     

    "Inactive
      Subsidiaries"
      means
      each direct or indirect Subsidiary of Loan Parties set forth on Schedule
      4.29,
      provided,
      that an
      Inactive Subsidiary shall cease to be an Inactive Subsidiary hereunder at such
      time, if any, that such former Inactive Subsidiary (i) acquires or holds any
      assets in excess of $500,000 (excluding goodwill and unsecured intercompany
      receivables), (ii) has any operations, or (iii) has any material liabilities
      (other than intercompany payables); provided,
      that
      (A) the aggregate amount of all assets of the Inactive Subsidiaries shall not
      exceed $5,000,000 (excluding goodwill and unsecured intercompany receivables)
      and (B) the aggregate amount of all liabilities of the Inactive Subsidiaries
      shall not exceed $5,000,000 (excluding intercompany payables).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Indebtedness"
      means
      (a) all obligations for borrowed money, (b) all obligations evidenced by bonds,
      debentures, notes, or other similar instruments and all reimbursement or other
      obligations in respect of letters of credit, bankers acceptances, interest
      rate
      swaps, or other financial products, (c) all obligations as a lessee under
      Capital Leases, (d) all obligations or liabilities of others secured by a Lien
      on any asset of a Person or its Subsidiaries, irrespective of whether such
      obligation or liability is assumed; provided,
      however,
      that in
      the event that liability of such Person is non-recourse to such Person and
      is
      recourse only to a specified asset owned by such Person, the amount of
      Indebtedness attributed thereto shall not exceed the net book value of such
      asset, (e) all obligations to pay the deferred purchase price of assets (other
      than trade payables incurred in the ordinary course of business and repayable
      in
      accordance with customary trade practices), (f) all obligations owing under
      Hedge Agreements, and (g) any obligation guaranteeing or intended to guarantee
      (whether directly or indirectly guaranteed, endorsed, co-made, discounted,
      or
      sold with recourse) any obligation of any other Person that constitutes
      Indebtedness under any of clauses (a) through (f) above; provided,
      however, that the amount of any such obligation of any guaranteeing Person
      as of
      any date of determination shall be deemed to be the lower of (a) an amount
      equal
      to the then stated or determinable amount of the primary obligation in respect
      of which such guarantee obligation is made and (b) the maximum amount for which
      such guaranteeing Person may be liable pursuant to the terms of the instrument
      embodying such guarantee obligation, unless such primary obligation and the
      maximum amount for which such guaranteeing Person may be liable are not stated
      or determinable, in which case, the amount of such guarantee obligation shall
      be
      such guaranteeing Person's maximum reasonably anticipated liability in respect
      thereof as determined by such Person in good faith.

     

    "Indemnified
      Liabilities"
      has the
      meaning specified therefor in Section
      10.3.

     

    "Indemnified
      Person"
      has the
      meaning specified therefor in Section
      10.3.

     

    "Insolvency
      Proceeding"
      means
      any proceeding commenced by or against any Person under any provision of the
      Bankruptcy Code or under any other national, state, provincial or federal
      bankruptcy or insolvency law, assignments for the benefit of creditors, formal
      or informal moratoria, compositions, extensions generally with creditors, or
      proceedings seeking reorganization, arrangement, or other similar
      relief.

     

    "Intercompany
      Subordination Agreement"
      means a
      subordination agreement executed and delivered by Loan Parties, each of Loan
      Parties' Subsidiaries, and Agent, the form and substance of which is reasonably
      satisfactory to Agent.

     

    "Interest
      Coverage Ratio"
      means,
      with respect to Parent for any period, the ratio of (i) EBITDA for such period
      minus
      Capital
      Expenditures made (to the extent not already incurred in a prior period) or
      incurred during such period, to (ii) Interest Expense for such
      period.

     

    "Interest
      Expense"
      means,
      for any period, the aggregate of the interest expense of Parent and its
      Subsidiaries for such period less interest income for such period, determined
      on
      a consolidated basis in accordance with GAAP.

     

    "Interest
      Period"
      means,
      with respect to each LIBOR Rate Loan, a period commencing on the date of the
      making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or
      the
      conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3, or
      6
      months thereafter; provided,
      however,
      that
      (a) if any Interest Period would end on a day that is not a Business Day, such
      Interest Period shall be extended (subject to clauses (c)-(e) below) to the
      next
      succeeding Business Day, (b) interest shall accrue at the applicable rate based
      upon the LIBOR Rate from and including the first day of each Interest Period
      to,
      but excluding, the day on which any Interest Period expires, (c) any Interest
      Period that would end on a day that is not a Business Day shall be extended
      to
      the next succeeding Business Day unless such Business Day falls in another
      calendar month, in which case such Interest Period shall end on the next
      preceding Business Day, (d) with respect to an Interest Period that begins
      on
      the last Business Day of a calendar month (or on a day for which there is no
      numerically corresponding day in the calendar month at the end of such Interest
      Period), the Interest Period shall end on the last Business Day of the calendar
      month that is 1, 2, 3, or 6 months after the date on which the Interest Period
      began, as applicable, and (e) Borrowers (or Administrative Borrower on behalf
      thereof) may not elect an Interest Period which will end after the Maturity
      Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Inventory"
      means
      all of each Loan Parties' now owned or hereafter acquired right, title, and
      interest with respect to inventory (as that term is defined in the Code),
      including goods held for sale or lease or to be furnished under a contract
      of
      service, goods that are leased by any Loan Party as lessor, goods that are
      furnished by any Loan Party under a contract of service, and raw materials,
      work
      in process, or materials used or consumed in any Loan Party's
      business.

     

    "Investment"
      means,
      with respect to any Person, any investment by such Person in any other Person
      (including Affiliates) in the form of loans, guarantees, advances, or capital
      contributions (excluding (a) commission, travel, and similar advances to
      officers and employees of such Person made in the ordinary course of business,
      and (b) bona
      fide
      Accounts
      arising in the ordinary course of business consistent with past practice),
      purchases or other acquisitions of Indebtedness, Stock, or all or substantially
      all of the assets of such other Person (or of any division or business line
      of
      such other Person), and any other items that are or would be classified as
      investments on a balance sheet prepared in accordance with GAAP.

     

    "IRC"
      means
      the Internal Revenue Code of 1986, as in effect from time to time.

     

    "Issuing
      Lender"
      means
      WFF or any other Lender that, at the request of Administrative Borrower and
      with
      the consent of Agent, agrees, in such Lender's sole discretion, to become an
      Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant
      to
Section
      2.12.

     

    "Law
      (or Laws)"
      means
      in respect of the United States and any other country, all published Laws,
      statutes, codes, ordinances, decrees, rules, regulations, by-laws, judicial
      or
      arbitral or administrative or ministerial or departmental or regulatory,
      judgments, orders, decisions rulings or awards, including several principles
      of
      common and civil Law and conditions or any grant of approval, permission,
      authority or license of any court, Governmental Authority, statutory body or
      self regulatory authority.

     

    "L/C"
      has the
      meaning specified therefor in Section
      2.12(a).

     

    "L/C
      Disbursement"
      means a
      payment made by the Issuing Lender pursuant to a Letter of Credit.

     

    "L/C
      Undertaking"
      has the
      meaning specified therefor in Section
      2.12(a).

     

    "Lender"
      and
      "Lenders"
      have
      the respective meanings set forth in the preamble to the Agreement, and shall
      include any other Person made a party to the Agreement in accordance with the
      provisions of Section
      13.1.

     

    "Lender
      Group"
      means,
      individually and collectively, each of the Lenders (including the Issuing
      Lender) and Agent.

     

    "Lender
      Group Expenses"
      means
      all (a) costs or expenses (including taxes, and insurance premiums) required
      to
      be paid by a Loan Party or its Subsidiaries under any of the Loan Documents
      that
      are paid, advanced, or incurred by the Lender Group, (b) actual fees or charges
      paid or incurred by Agent in connection with the Lender Group's transactions
      with Loan Parties or their Subsidiaries, including, fees or charges for
      photocopying, notarization, couriers and messengers, telecommunication, public
      record searches (including tax lien, litigation, and UCC and other
      lien searches
      and including searches with the patent and trademark office, the copyright
      office, or the department of motor vehicles), filing, recording, publication,
      appraisal (including periodic collateral appraisals or business valuations
      (in
      each case, including any equivalent searches performed in Canada) to the extent
      of the fees and charges (and up to the amount of any limitation) contained
      in
      the Agreement, the Fee Letter or the other Loan Documents), real estate surveys,
      real estate title policies and endorsements, and environmental audits, (c)
      costs
      and expenses incurred by Agent in the disbursement of funds to Loan Parties
      or
      other members of the Lender Group (by wire transfer or otherwise), (d) actual
      charges paid or incurred by Agent resulting from the dishonor of checks, (e)
      reasonable costs and expenses paid or incurred by the Lender Group to correct
      any default or enforce any provision of the Loan Documents, or in gaining
      possession of, maintaining, handling, preserving, storing, shipping, selling,
      preparing for sale, or advertising to sell the Collateral, or any portion
      thereof, irrespective of whether a sale is consummated, (f) audit fees and
      expenses (including travel, meals, and lodging) of Agent related to any
      inspections or audits to the extent of the fees and charges (and up to the
      amount of any limitation) contained in the Agreement or the Fee Letter, (g)
      reasonable costs and expenses of third party claims or any other suit paid
      or
      incurred by the Lender Group in enforcing or defending the Loan Documents or
      in
      connection with the transactions contemplated by the Loan Documents or the
      Lender Group's relationship with any Loan Party or any Subsidiary of a Loan
      Party, (h) Agent's and each Lender's reasonable costs and expenses (including
      reasonable attorneys fees) incurred in advising, structuring, drafting,
      reviewing, administering (including travel, meals, and lodging), syndicating,
      or
      amending the Loan Documents, and (i) Agent's and each Lender's reasonable costs
      and expenses (including reasonable attorneys, accountants, consultants, and
      other advisors fees and expenses) incurred in terminating, enforcing (including
      reasonable attorneys, accountants, consultants, and other advisors fees and
      expenses incurred in connection with a "workout," a "restructuring," or an
      Insolvency Proceeding concerning any Loan Party or any Subsidiary of a Loan
      Party or in exercising rights or remedies under the Loan Documents), or
      defending the Loan Documents, irrespective of whether suit is brought, or in
      taking any Remedial Action concerning the Collateral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Lender-Related
      Person"
      means,
      with respect to any Lender, such Lender, together with such Lender's Affiliates,
      officers, directors, employees, attorneys, and agents.

     

    "Letter
      of Credit"
      means
      an L/C or an L/C Undertaking, as the context requires.

     

    "Letter
      of Credit Collateralization"
      means
      either (a) providing cash collateral (pursuant to documentation reasonably
      satisfactory to Agent, including provisions that specify that the Letter of
      Credit fee set forth in the Agreement will continue to accrue while the Letters
      of Credit are outstanding) to be held by Agent for the benefit of those Lenders
      with a Revolver Commitment in an amount equal to 105% of the then existing
      Letter of Credit Usage, (ii) causing the Underlying Letters of Credit to be
      returned to the Issuing Lender, or (iii) providing Agent with a standby letter
      of credit, in form and substance reasonably satisfactory to Agent, from a
      commercial bank acceptable to the Agent (in its sole discretion) in an equal
      to
      105% of the then existing Letter of Credit Usage (it being understood that
      the
      Letter of Credit fee set forth in the Agreement will continue to accrue while
      the Letters of Credit are outstanding and that any such fee that accrues must
      be
      an amount that can be drawn under any such standby letter of
      credit).

     

    "Letter
      of Credit Usage"
      means,
      as of any date of determination, the aggregate undrawn amount of all outstanding
      Letters of Credit.

     

    "LIBOR
      Deadline"
      has the
      meaning specified therefor in Section
      2.13(b)(i).

     

    "LIBOR
      Notice"
      means a
      written notice in the form of Exhibit
      L-1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "LIBOR
      Option"
      has the
      meaning specified therefor in Section
      2.13(a).

     

    "LIBOR
      Rate"
      means,
      for each Interest Period for each LIBOR Rate Loan, the rate per annum determined
      by Agent by dividing
      (a) the
      Base LIBOR Rate for such Interest Period, by (b) 100% minus
      the
      Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective
      day of any change in the Reserve Percentage.

     

    "LIBOR
      Rate Loan"
      means
      each portion of an Advance that bears interest at a rate determined by reference
      to the LIBOR Rate.

     

    "Lien"
      means
      any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
      arrangement, encumbrance, easement, lien (statutory or other), security
      interest, or other security arrangement and any other preference, priority,
      or
      preferential arrangement of any kind or nature whatsoever, including any
      conditional sale contract or other title retention agreement, the interest
      of a
      lessor under a Capital Lease and any synthetic or other financing lease having
      substantially the same economic effect as any of the foregoing. 

     

    "Liquidity"
      means,
      at any time, the sum of (i) Availability plus (ii) Qualified Cash, in each
      case,
      at such time.

     

    "Loan
      Account"
      has the
      meaning specified therefor in Section
      2.10.
      

     

    "Loan
      Documents"
      means
      the Agreement, the Bank Product Agreements, the Cash Management Agreements,
      the
      Control Agreements, the Contribution Agreement, the Copyright Security
      Agreement, the Disbursement Letter, the Fee Letter,
      the
      Intercompany Subordination Agreement, the Letters of Credit, the Mortgages,
      the
      Patent Security Agreement, the Security Agreement, the Trademark Security
      Agreement, any note or notes executed by a Loan Party in connection with the
      Agreement and payable to a member of the Lender Group, and any other agreement
      entered into, now or in the future, by any Loan Party or any of their
      Subsidiaries, and the Lender Group in connection with the
      Agreement.

     

    "Loan
      Parties"
      means
      Borrowers and Guarantors, and "Loan
      Party"
      means
      any one of them.

     

    "Material
      Adverse Change"
      means
      (a) a material adverse change in the business, operations, results of
      operations, assets, liabilities or condition (financial or otherwise) of Loan
      Parties and their Subsidiaries, taken as a whole, (b) a material impairment
      of a
      Loan Party's or any of its Subsidiaries' ability to perform its obligations
      under the Loan Documents to which it is a party or of the Lender Group's ability
      to enforce the Obligations or realize upon the Collateral (other than as a
      result of gross negligence or willful misconduct of any Lender or Agent as
      determined by a final judgment of a court of competent jurisidiction), or (c)
      a
      material impairment of the enforceability or priority of the Agent's Liens
      with
      respect to the Collateral as a result of an action or failure to act on the
      part
      of a Loan Party or a Subsidiary of a Loan Party.

     

    "Material
      Contract"
      means,
      with respect to any Person, (i) each contract or agreement listed on Schedule
      M-1, and (ii) each other contract or agreement to which such Person or any
      of
      its Subsidiaries is a party involving aggregate consideration payable to or
      by
      such Person or such Subsidiary of $25,000,000 or more in any fiscal year (other
      than purchase orders in the ordinary course of the business of such Person
      or
      such Subsidiary and other than contracts that by their terms may be terminated
      by such Person or Subsidiary in the ordinary course of its business upon less
      than 60 days notice without penalty or premium).

     

    "Material
      Videogame Franchise"
      means
      any Videogame Franchise sold by a Loan Party that generated revenues for the
      most recent fiscal year in excess of 10% of all consolidated revenues of Loan
      Parties for such fiscal year. For the purposes of this definition, the Grand
      Theft Auto franchise, the Midnight Club franchise and the Civilization franchise
      shall each be deemed to be a Material Videogame Franchise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Maturity
      Date"
      has the
      meaning specified therefor in Section
      3.3.
      

     

    "Maximum
      Revolver Amount"
      means
      $100,000,000.

     

    "Moody's"
      has the
      meaning specified therefor in the definition of Cash Equivalents.

     

    "Mortgages"
      means,
      individually and collectively, one or more mortgages, deeds of trust, or deeds
      to secure debt, executed and delivered by a Borrower or a Subsidiary of a Loan
      Party in favor of Agent, in form and substance satisfactory to Agent, that
      encumber the Real Property Collateral.

     

    "Net
      Cash Proceeds"
      means
      with respect to any sale or disposition by a
      Loan
      Party or a Subsidiary of a Loan Party of
      property or assets, the amount of cash proceeds received (directly or
      indirectly) from time to time (whether as initial consideration or through
      the
      payment of deferred consideration) by or on behalf of a Loan Party or a
      Subsidiary of a Loan Party, in connection therewith after deducting therefrom
      only (i) the amount of any Indebtedness secured by any Permitted Lien on any
      asset (other than (A) Indebtedness owing to Agent or any Lender under the
      Agreement or the other Loan Documents and (B) Indebtedness assumed by the
      purchaser of such asset) which is required to be, and is, repaid in connection
      with such sale or disposition, (ii) actual fees, commissions, and expenses
      related thereto and required to be paid by a Loan Party or such Subsidiary
      of a
      Loan Party in connection with such sale or disposition and (iii) taxes paid
      or
      payable to any taxing authorities by a Loan Party or such Subsidiary of a Loan
      Party in connection with such sale or disposition, in
      each
      case to the extent, but only to the extent, that the amounts so deducted are,
      at
      the time of receipt of such cash, actually paid or payable to a Person that
      is
      not an Affiliate of a Loan Party or a Subsidiary of a Loan Party, and are
      properly attributable to such transaction.

     

    "Obligations"
      means
      (a) all loans, Advances, debts, principal, interest (including any interest
      that
      accrues after the commencement of an Insolvency Proceeding regardless of whether
      allowed or allowable in whole or in part as a claim in any such Insolvency
      Proceeding), contingent reimbursement obligations with respect to outstanding
      Letters of Credit, premiums, liabilities (including all amounts charged to
      Borrowers' Loan Account pursuant to the Agreement), obligations (including
      indemnification obligations), fees (including the fees provided for in the
      Fee
      Letter), charges, costs, Lender Group Expenses (including any fees or expenses
      that accrue after the commencement of an Insolvency Proceeding, regardless
      of
      whether allowed or allowable in whole or in part as a claim in any such
      Insolvency Proceeding), lease payments, guaranties, covenants, and duties of
      any
      kind and description owing by Loan Parties to the Lender Group pursuant to
      or
      evidenced by the Loan Documents and irrespective of whether for the payment
      of
      money, whether direct or indirect, absolute or contingent, due or to become
      due,
      now existing or hereafter arising, and including all interest not paid when
      due
      and all other expenses or other amounts that Loan Parties are required to pay
      or
      reimburse by the Loan Documents or by Law or otherwise in connection with the
      Loan Documents, and (b) all Bank Product Obligations. Any reference in the
      Agreement or in the Loan Documents to the Obligations shall include all or
      any
      portion thereof and any extensions, modifications, renewals, or alterations
      thereof, both prior and subsequent to any Insolvency Proceeding.

     

    "Officers'
      Certificate"
      means
      the representations and warranties of officers form submitted by Agent to
      Parent, together with the Loan Parties' completed responses to the inquiries
      set
      forth therein, the form and substance of such responses to be reasonably
      satisfactory to Agent.

     

    "Originating
      Lender"
      has the
      meaning specified therefor in Section
      13.1(e).

     

    "Overadvance"
      has the
      meaning specified therefor in Section
      2.5.
      

     

    "Parent"
      has the
      meaning specified therefor in the preamble to the Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Participant"
      has the
      meaning specified therefor in Section
      13.1(e).

     

    "Patent
      Security Agreement"
      has the
      meaning specified therefor in the Security Agreement.

     

    "Permitted
      Acquisition"
      means
      (a) a Permitted Cash Acquisition, or (b) a Permitted Non-Cash Acquisition,
      as
      the context requires.

     

    "Permitted
      Cash Acquisition"
      means
      any Acquisition as to which each of the following is applicable;

     

    (a) such
      Acquisition qualifies as a Permitted Non-Cash Acquisition except that the
      consideration payable in respect of the proposed Acquisition includes some
      form
      of consideration other than solely the consideration specified in clause (b)
      of
      the definition of Permitted Non-Cash Acquisition;

     

    (b) Parent
      has provided Agent with forecasted balance sheets, profit and loss statements,
      and cash flow statements of the Person to be acquired, all prepared on a basis
      consistent with such Person's historical financial statements, together with
      appropriate supporting details and a statement of underlying assumptions for
      the
      3 year period following the date of the proposed Acquisition (on a year by
      year
      basis, and for the 1 year period following the date of the proposed Acquisition,
      on a month by month basis);

     

    (c) the
      average amount of Liquidity for the prior 30 day period and the amount of
      Liquidity immediately after giving effect to the consummation of the proposed
      Acquisition, in each case, is not less than (i) $30,000,000, if the purchase
      consideration payable in respect of such Permitted Cash Acquisition (other
      than
      the consideration specified in clause (b) of the definition of Permitted
      Non-Cash Acquisition and any contingent earn-out obligation that is subordinated
      in right of payment to the Obligations on terms and conditions reasonably
      satisfactory to Agent) is not in excess of $20,000,000, and (ii) if the purchase
      consideration payable in respect of such Permitted Cash Acquisition (other
      than
      the consideration specified in clause (b) of the definition of Permitted
      Non-Cash Acquisition and any contingent earn-out obligation that is subordinated
      in right of payment to the Obligations on terms and conditions reasonably
      satisfactory to Agent) is in excess of $20,000,000, the sum of (x) $30,000,000
      plus (y) the amount of purchase consideration in excess of $20,000,000 payable
      in respect of such Permitted Acquisition,

     

    (d)
      the
      assets being acquired (other than a de
      minimis amount
      of
      assets in relation to the assets being acquired) are located within the United
      States or the Person whose Stock is being acquired is organized in a
      jurisdiction located within the United States,

     

    (e)
      the
      purchase consideration payable in respect of all Permitted Cash Acquisitions,
      in
      the aggregate (including the proposed Acquisition) shall not exceed $50,000,000
      in any year plus any contingent earn-out obligation that is subordinated in
      right of payment to the Obligations on terms and conditions reasonably
      satisfactory to Agent,

     

    (f)
      in
      the case of an Asset Acquisition (and notwithstanding any contrary provisions
      of
Section
      5.16
      or any
      other contrary provision of the Agreement), such Loan Party shall have executed
      and delivered any and all documentation reasonably requested by Agent in order
      to provide Agent with a first priority perfected security interest, subject
      to
      Permitted Liens, in such assets, and

     

    (g)
      in
      the case of a Stock Acquisition (and notwithstanding any contrary provisions
      of
Section
      5.16
      or any
      other contrary provision of the Agreement), (i) the Person whose Stock is being
      acquired (other than if such person would be an Excluded Foreign Subsidiary
      or
      Canadian Subsidiary) shall have executed and delivered any and all documentation
      reasonably requested by Agent in order to become a Guarantor (other than if
      such
      person would be an Excluded Foreign Subsidiary or Canadian Subsidiary), (ii)
      the
      Person whose Stock is being acquired (other than if such person would be an
      Excluded Foreign Subsidiary or Canadian Subsidiary) shall have executed and
      delivered any
      and
      all documentation reasonably requested by Agent in order to provide Agent with
      a
      first priority perfected security interest, subject to Permitted Liens, in
      the
      assets of such Person, and
      (iii)
the
      owner
      of the Stock subject to such Stock Acquisition shall have executed and delivered
      any and all documentation reasonably requested by Agent in order to provide
      Agent with a first priority perfected security interest in such
      Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Permitted
      Discretion"
      means a
      determination made in the exercise of reasonable (from the perspective of a
      secured lender) business judgment.

     

    "Permitted
      Dispositions"
      means
      (a) sales or other dispositions of Equipment that is substantially worn,
      damaged, or obsolete in the ordinary course of business, (b) sales of Inventory
      to buyers in the ordinary course of business, (c) the use or transfer of money
      or Cash Equivalents in a manner that is not prohibited by the terms of the
      Agreement or the other Loan Documents, (d) the licensing of patents, trademarks,
      copyrights, and other intellectual property rights in the ordinary course of
      business, (e) the sale or issuance by any Subsidiary of Parent of Stock to
      Parent or any other Subsidiary of Parent, (f) the sale or discounting, without
      recourse, of Accounts in the ordinary course of business and upon prior notice
      to Agent, in connection with the compromise or collection thereof, (g) the
      transfer of assets by any Subsidiary of Parent to any other wholly owned
      Subsidiary of Parent, to the extent that such Subsidiary has guarantied the
      Obligations, (h) the sublease of real or personal property by Parent or its
      Subsidiaries on commercially reasonably terms to the extent that such Person
      determines that such property is no longer necessary in the conduct of the
      business of the Loan Parties, (i) the sale, transfer or other disposition of
      patents, trademarks, copyrights and know-how not used in connection with any
      Material Videogame Franchise by Parent or its Subsidiaries which, in the
      reasonable judgment of such Person, are determined to be non-material to the
      conduct of its business, (j) so long as no Event of Default has occurred and
      is
      continuing or would result from such disposition, the dispositions of the
      Persons and/or assets set forth on Schedule
      P-2,
      provided, that, upon the effective date of any such disposition, (i) all of
      the
      Accounts and Inventory included in such disposition shall automatically be
      excluded from the Borrowing Base and (ii) all cash or Cash Equivalents included
      in such disposition shall automatically be excluded from Qualified Cash, and
      (k)
      so long as (i) immediately before and after such sale, no Event of Default
      shall
      have occurred and be continuing, and (ii) the amount of Liquidity immediately
      after such sale is not less than $40,000,000, the sale of other assets by Parent
      or its Subsidiaries having a fair market value not to exceed $50,000,000 in
      any
      year and $200,000,000 in the aggregate during the term of this
      Agreement.

     

    "Permitted
      Distributions"
      means
      (a) such dividends, payments or other distributions to the extent payable solely
      in shares of Stock of Parent, (b) the repurchase, redemption or other
      acquisition or retirement for value of any Stock of Parent held by any employee,
      director or consultant of Parent upon termination of employment or services
      of
      such employee, director or consultant, provided that (i) the aggregate
      consideration (excluding consideration paid in other Stock of Parent) paid
      for
      such repurchased, redeemed, acquired or retired Stock after the Closing Date
      shall not exceed $15,000,000, (ii) no Default or Event of Default shall have
      occurred and be continuing immediately after such transaction, and (iii) the
      average amount of Qualified Cash and Availability for the 30 day period prior
      to
      any such repurchase, redemption or acquisition and the amount of Qualified
      Cash
      and Availability immediately after giving effect to any such repurchase,
      redemption or acquisition is not less than $40,000,000, and (c) dividends and
      distributions by a Loan Party to another Loan Party. 

     

    "Permitted
      Investments"
      means
      (a) Investments in cash and Cash Equivalents, (b) Investments in negotiable
      instruments for collection, (c) advances made in connection with purchases
      of
      goods or services in the ordinary course of business, (d) Investments received
      in settlement of amounts due to a Loan Party or any Subsidiary of a Loan Party
      effected in the ordinary course of business or owing to a Loan Party or any
      Subsidiary of a Loan Party as a result of Insolvency Proceedings involving
      an
      Account Debtor or upon the foreclosure or enforcement of any Lien in favor
      of a
      Loan Party or any Subsidiary of a Loan Party, (e) advances, guarantees or
      royalty or other payments made to third parties in the ordinary course of
      business with respect to licensing or acquisition of intellectual property
      rights or for development services for specific titles, (f) Investments
      (including intercompany Indebtedness) existing as of the Closing Date of Loan
      Parties in each other Loan Party and in their respective Subsidiaries, (g)
      Investments by Parent or any of its Subsidiaries after the Closing Date in
      any
      other Loan Party or Subsidiary to the extent that such Subsidiary guaranties
      the
      Obligations, (h) deposits made in the ordinary course of business to secure
      the
      performance of leases or other contractual arrangement, (i) Investments
      consisting of promissory notes and/or equity securities issued by purchaser(s)
      in connection with the sale or assets to the extent permitted hereunder, (j)
      guarantees constituting Indebtedness permitted hereunder, (k) Investments
      received in connection with the bankruptcy or reorganization of suppliers and
      customers arising in the ordinary course of business, (l) Investments in Hedge
      Agreements, (m) Permitted Acquisitions, (o) joint ventures, so long as (i)
      immediately before and after such Investment, no Event of Default shall have
      occurred and be continuing, (ii) the average amount of Liquidity for the prior
      30 day period and the amount of Liquidity immediately after such Investment
      is
      not less than (A) $30,000,000, if such Investment is not in excess of
      $20,000,000 and (B) if such Investment is in excess of $20,000,000, the sum
      of
      (1) $30,000,000 plus (2) the amount of such Investment in excess of $20,000,000,
      and (iii) the aggregate amount of such Investment, together with the aggregate
      purchase consideration (other than consideration described in clause (b) of
      the
      definition of "Permitted Non-Cash Acquisition") payable in all Permitted
      Acquisitions, shall not exceed $50,000,000 in any year and $200,000,000 in
      the
      aggregate during the term of this Agreement, or (p) subject to the limitations
      set forth in Section
      6.10,
      the
      repurchase by Parent of its issued and outstanding shares of common Stock
      through open market purchases pursuant to a publicly announced common stock
      repurchase program.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Permitted
      Liens"
      means
      (a) Liens held by Agent to secure the Obligations, (b) Liens for unpaid taxes,
      assessments, or other governmental charges or levies that either (i) are not
      yet
      delinquent, or (ii) do not have priority over the Agent's Liens and the
      underlying taxes, assessments, or charges or levies are the subject of Permitted
      Protests, (c) judgment Liens that do not constitute an Event of Default under
      Section
      7.7
      of the
      Agreement, (d) Liens set forth on Schedule
      P-1,
      provided that any such Lien only secures the Indebtedness that it secures on
      the
      Closing Date and any Refinancing Indebtedness in respect thereof, (e) the
      interests of lessors under operating leases, (f) purchase money Liens or the
      interests of lessors under Capital Leases to the extent that such Liens or
      interests secure Permitted Purchase Money Indebtedness and so long as (i) such
      Lien attaches only to the asset purchased or acquired and the proceeds thereof,
      and (ii) such Lien only secures the Indebtedness that was incurred to acquire
      the asset purchased or acquired or any Refinancing Indebtedness in respect
      thereof, (g) Liens arising by operation of Law in favor of warehousemen,
      landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred
      in
      the ordinary course of business and not in connection with the borrowing of
      money, and which Liens either (i) are for sums not yet delinquent, or (ii)
      are
      the subject of Permitted Protests, (h) Liens on amounts deposited in connection
      with obtaining worker's compensation or other unemployment insurance, (i) Liens
      on amounts deposited in connection with the making or entering into of bids,
      tenders, or leases in the ordinary course of business and not in connection
      with
      the borrowing of money, (j) Liens on amounts deposited as security for surety
      or
      appeal bonds in connection with obtaining such bonds in the ordinary course
      of
      business, (k) with respect to any Real Property, easements, covenants,
      restrictions, agreements, rights of way, and zoning restrictions that do not
      materially interfere with or impair the use or operation thereof, (l) Liens
      arising from precautionary financing statements regarding consignments, (m)
      any
      Liens on Real Property that do not materially detract from the value of such
      property or asset, and (n) any Liens securing Subordinated Indebtedness,
      provided that such Liens are subject to the subordination agreement described
      in
      the definition of Subordinated Indebtedness.

     

    "Permitted
      Merger"
      means
      the merger of (i) any Borrower with and into any other Borrower, (ii) any
      Guarantor with and into any other Guarantor, (ii) any Subsidiary that is not
      a
      Loan Party with and into any other Subsidiary that is not a Loan Party, or
      (iii)
      a Borrower or any of its Subsidiaries with and into any Subsidiary formed and/or
      acquired in connection with consummating a Permitted Acquisition or Permitted
      Investment, in each case, so long as no Default or Event of Default has occurred
      and is continuing or would result from such merger.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Permitted
      Non-Cash Acquisition"
      means
      any Acquisition so long as: 

     

    (a) no
      Default or Event of Default shall have occurred and be continuing or would
      result from the consummation of the proposed Acquisition and the proposed
      Acquisition is consensual, 

     

    (b) the
      consideration payable in respect of the proposed Acquisition shall be composed
      solely of (i) common Stock of Parent, or (ii) proceeds of Indebtedness incurred
      pursuant to clause (i) of Section 6.1;

     

    (c) no
      Indebtedness will be incurred, assumed, or would exist with respect to Parent
      or
      its Subsidiaries as a result of such Acquisition, other than Indebtedness
      permitted under clauses (c) or (f) of Section 6.1
      and no
      Liens will be incurred, assumed, or would exist with respect to the assets
      of
      Parent or its Subsidiaries as a result or such Acquisition other than Liens
      permitted under clause (f) of the definition of Permitted Liens;

     

    (d)
       Parent
      has provided Agent with written confirmation, supported by reasonably detailed
      calculations, that on a pro
      forma
      basis,
      created by adding the historical combined financial statements of Parent
      (including the combined financial statements of any other Person or assets
      that
      were the subject of a prior Permitted Acquisition during the relevant period)
      to
      the historical consolidated financial statements of the Person to be acquired
      (or the historical financial statements related to the assets to be acquired)
      pursuant to the proposed Acquisition (adjusted to eliminate expense items that
      would not have been incurred and to include income items that would have been
      recognized, in each case, if the combination had been accomplished at the
      beginning of the relevant period; such eliminations and inclusions to be
      mutually and reasonably agreed upon by Parent and Agent), Parent and its
      Subsidiaries (i) would (assuming that Liquidity is below $30,000,000 for
      purposes of Section
      6.16)
      have
      been in compliance with the financial covenants in Section 6.16
      for the
      12 month period ended immediately prior to the proposed date of consummation
      of
      such proposed Acquisition, and (ii) are projected to be (assuming that
      Liquidity is below $30,000,000 for purposes of Section
      6.16)
      in
      compliance with the financial covenants in Section
      6.16
      for the
      12 month period ended one year after the proposed date of consummation of such
      proposed Acquisition, together with copies of all such historical financial
      statements of the Person or assets being acquired,

     

    (e) Parent
      has provided Agent with written notice of the proposed Acquisition at least
      30
      Business Days prior to the anticipated closing date of the proposed Acquisition
      and, not later than 5 Business Days prior to the anticipated closing date of
      the
      proposed Acquisition, copies of the acquisition agreement and other material
      documents relative to the proposed Acquisition,

     

    (f) the
      assets being acquired (other than a de
      minimis
      amount
      of assets in relation to Parent and its Subsidiaries' total assets), or the
      Person whose Stock is being acquired, are useful in or engaged in, as
      applicable, the business of Parent and its Subsidiaries or a business reasonably
      related thereto, and

     

    (g) the
      subject assets or Stock, as applicable, are being acquired directly by Borrowers
      or one of their Subsidiaries that is a Guarantor, and (i) in the case of an
      Asset Acquisition, Borrowers or such Guarantor, as applicable, shall have
      executed and delivered or authorized, as applicable, any and all documentation
      reasonably requested by the Agent in order to include the newly acquired assets
      within the collateral hypothecated under the Loan Documents, and (ii) in the
      case of a Stock Acquisition, Borrowers or the Guarantor, as applicable, shall
      have complied with Section
      5.16
      of the
      Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Permitted
      Protest"
      means
      the right of Administrative Borrower or any of its Subsidiaries to protest
      any
      Lien (other than any Lien that secures the Obligations), taxes (other than
      payroll taxes or taxes that are the subject of a United States federal or
      provincial tax lien), or rental payment, provided that (a) a reserve with
      respect to such obligation is established on a Borrower's or any of its
      Subsidiaries' books and records in such amount as is required under GAAP, (b)
      any such protest is instituted promptly and prosecuted diligently by
      Administrative Borrower or any of its Subsidiaries, as applicable, in good
      faith, and (c) Agent is reasonably satisfied that, while any such protest is
      pending, there will be no impairment of the enforceability, validity, or
      priority of any of the Agent's Liens.

     

    "Permitted
      Purchase Money Indebtedness"
      means,
      as of any date of determination, Purchase Money Indebtedness incurred after
      the
      Closing Date in an aggregate principal amount outstanding at any one time not
      in
      excess of $5,000,000.
      

     

    "Person"
      means
      natural persons, corporations, limited liability companies, limited
      partnerships, general partnerships, limited liability partnerships, joint
      ventures, trusts, land trusts, business trusts, or other organizations,
      irrespective of whether they are legal entities, and governments and agencies
      and political subdivisions thereof.

     

    "Platform
      License"
      means
      each of (i) XBOX Publisher License Agreement, dated December 14, 2000 between
      Microsoft Corporation and Parent, (ii) XBOX 360 Publisher License Agreement,
      dated November 17, 2005, between Microsoft Licensing, GP and Parent, (iii)
      Confidential License Agreement for Nintendo Game Cube (Western Hemisphere),
      dated September 24, 2001 between Nintendo of America Inc. and Parent, (iv)
      Confidential License Agreement for Nintendo DS, dated July 11, 2006, between
      Nintendo of America Inc. and Parent between Microsoft Company and Parent, (v)
      Agreement, dated January 13, 2006, between Sony Computer Entertainment Europe
      Limited and Take-Two Interactive Software Europe Limited, with respect to the
      Sony Playstation Portable, (vi) PSP Licensed Publisher Agreement, dated
      September 15, 2004, between Sony Computer Entertainment America Inc. and
      Take-Two Interactive Software, Inc., (vii) Playstation 2 Licensed Publisher
      Agreement, dated as of October 24, 2000, between Sony Computer Entertainment
      Europe Limited and Take-Two Interactive Software Europe Limited, (viii)
      Playstation 2 CD-ROM/DVD-ROM Licensed Publisher Agreement, dated April 1, 2000,
      between Sony Computer Entertainment America Inc. and Take-Two Interactive
      Software, Inc., and (ix) any other platform license agreement entered into
      with
      any platform manufacturer after the date hereof (including but not limited
      to
      license agreements with respect to the Playstation 3 console and the Nintendo
      Wii console), in each case, as such documents may be amended, restated,
      supplemented or otherwise modified from time to time in accordance with this
      Agreement.

     

    "Projections"
      means
      Parent's forecasted (a) balance sheets, (b) profit and loss statements, and
      (c)
      cash flow statements, all prepared on a basis consistent with Parent's
      historical financial statements, together with appropriate supporting details
      and a statement of underlying assumptions.

     

    "Pro
      Rata Share"
      means,
      as of any date of determination: 

     

    (a) with
      respect to a Lender's obligation to make Advances and right to receive payments
      of principal, interest, fees, costs, and expenses with respect thereto, (i)
      prior to the Revolver Commitments being terminated or reduced to zero, the
      percentage obtained by dividing (y) such Lender's Revolver Commitment, by (z)
      the aggregate Revolver Commitments of all Lenders, and (ii) from and after
      the
      time that the Revolver Commitments have been terminated or reduced to zero,
      the
      percentage obtained by dividing (y) the outstanding principal amount of such
      Lender's Advances by (z) the outstanding principal amount of all
      Advances,

     

    (b) with
      respect to a Lender's obligation to participate in Letters of Credit, to
      reimburse the Issuing Lender, and right to receive payments of fees with respect
      thereto, (i) prior to the Revolver Commitments being terminated or reduced
      to
      zero, the percentage obtained by dividing (y) such Lender's Revolver Commitment,
      by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and
      after the time that the Revolver Commitments have been terminated or reduced
      to
      zero, the percentage obtained by dividing (y) the outstanding principal amount
      of such Lender's Advances by (z) the outstanding principal amount of all
      Advances, and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) 
      with
      respect to all other matters as to a particular Lender (including the
      indemnification obligations arising under Section
      15.7),
      the
      percentage obtained by dividing (i) such Lender's Revolver Commitment, by (ii)
      the aggregate amount of Revolver Commitments of all Lenders; provided,
      however,
      that in
      the event the Revolver Commitments have been terminated or reduced to zero,
      Pro
      Rata Share under this clause shall be the percentage obtained by dividing (A)
      the outstanding principal amount of such Lender's Advances plus such Lender's
      ratable portion of the Risk Participation Liability with respect to outstanding
      Letters of Credit, by (B) the outstanding principal amount of all Advances
      plus
      the aggregate amount of the Risk Participation Liability with respect to
      outstanding Letters of Credit.

     

    "Protective
      Advances"
      has the
      meaning specified therefor in Section
      2.3(d)(i).

     

    "Purchase
      Money Indebtedness"
      means
      Indebtedness (other than the Obligations, but including Capitalized Lease
      Obligations), incurred at the time of, or within 20 days after, the acquisition
      of any fixed assets for the purpose of financing all or any part of the
      acquisition cost thereof.

     

    "Qualified
      Cash"
      means,
      as of any date of determination, the amount of unrestricted cash and Cash
      Equivalents of Loan Parties and their Subsidiaries that is in Deposit Accounts
      or in Securities Accounts, or any combination thereof, and which such Deposit
      Account or Securities Account is the subject of a Control Agreement and is
      maintained by a branch office of the bank or securities intermediary located
      within the United States; provided,
      that if
      prior to the Closing Date, Loan Parties have used commercially reasonable
      efforts to provide Agent with account control agreements, unrestricted cash
      and
      Cash Equivalents in Deposit Accounts or in Securities Accounts in the United
      States not subject to a Control Agreement shall be included in "Qualified Cash"
      up to the date that is thirty (30) days after the Closing Date.

     

    "Real
      Property"
      means
      any estates or interests in real property now owned or hereafter acquired by
      any
      Loan Party or a Subsidiary of any Loan Party and the improvements
      thereto.

     

    "Real
      Property Collateral"
      means
      the Real Property identified on Schedule
      R-1
      and any
      Real Property hereafter acquired by a Loan Party or any Subsidiary of a Loan
      Party.

     

    "Record"
      means
      information that is inscribed on a tangible medium or that is stored in an
      electronic or other medium and is retrievable in perceivable form.

     

    "Refinancing
      Indebtedness"
      means
      refinancings, renewals, or extensions of Indebtedness so long as: (a) the
      terms and conditions of such refinancings, renewals, or extensions do not,
      in
      Agent's reasonable judgment, materially impair the prospects of repayment of
      the
      Obligations by Loan Parties or materially impair Loan Parties' creditworthiness,
      (b) such refinancings, renewals, or extensions do not result in an increase
      in
      the principal amount of the Indebtedness so
      refinanced, renewed, or extended,
      (c) such
      refinancings, renewals, or extensions do not result in an increase in the
      interest rate with respect to the Indebtedness so refinanced, renewed, or
      extended, (d) such refinancings, renewals, or extensions do not result in a
      shortening of the average weighted maturity of the Indebtedness so refinanced,
      renewed, or extended, nor are they on terms or conditions that, taken as a
      whole, are materially more burdensome or restrictive to Loan Parties, (e) if
      the
      Indebtedness that is refinanced, renewed, or extended was subordinated in right
      of payment to the Obligations, then the terms and conditions of the refinancing,
      renewal, or extension must include subordination terms and conditions that
      are
      at least as favorable to the Lender Group as those that were applicable to
      the
      refinanced, renewed, or extended Indebtedness, and (f) the Indebtedness that
      is
      refinanced, renewed, or extended is not recourse to any Person that is liable
      on
      account of the Obligations other than those Persons which were obligated with
      respect to the Indebtedness that was refinanced, renewed, or extended.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Remedial
      Action"
      means
      all actions required by any applicable Environmental Law taken to (a) clean
      up,
      remove, remediate, contain, treat, monitor, assess, evaluate, or in any way
      address Hazardous Materials in the indoor or outdoor environment, (b) prevent
      or
      minimize a release or threatened release of Hazardous Materials so they do
      not
      migrate or endanger or threaten to endanger public health or welfare or the
      indoor or outdoor environment, (c) restore or reclaim natural resources or
      the
      environment, (d) perform any pre-remedial studies, investigations, or
      post-remedial operation and maintenance activities, or (e) conduct any other
      actions with respect to Hazardous Materials authorized by Environmental
      Laws.

     

    "Replacement
      Lender"
      has the
      meaning specified therefor in Section
      14.2(a).

     

    "Report"
      has the
      meaning specified therefor in Section
      15.16.

     

    "Required
      Availability"
      means
      that Liquidity exceeds $50,000,000.

     

    "Required
      Lenders"
      means,
      at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause
      (c) of the definition of Pro Rata Shares) exceed 50%, provided,
      that,
      if at any date of determination, there are less than three unaffiliated Lenders,
      the "Required Lenders" shall mean all of the Lenders.

     

    "Required
      Library"
      means,
      as of any date of determination, the set or collection of copyrights used in
      connection with the videogame titles owned by Loan Parties that (i) constitute
      a
      Material Videogame Franchise and (ii) together with the Material Videogame
      Franchises, generated not less than 50% of the aggregate amount of consolidated
      revenues of Parent and its Subsidiaries during the 12 month period immediately
      preceding the date of determination, provided that, notwithstanding the
      foregoing, the Required Library shall also include each Videogame Franchise
      that
      represents 5% or more of the aggregate amount of consolidated revenues of Parent
      and its Subsidiaries during the 12 month period immediately preceding the date
      of determination.

     

    "Reserve
      Percentage"
      means,
      on any day, for any Lender, the maximum percentage prescribed by the Board
      of
      Governors of the Federal Reserve System (or any successor Governmental
      Authority) for determining the reserve requirements (including any basic,
      supplemental, marginal, or emergency reserves) that are in effect on such date
      with respect to eurocurrency funding (currently referred to as "eurocurrency
      liabilities") of that Lender, but so long as such Lender is not required or
      directed under applicable regulations to maintain such reserves, the Reserve
      Percentage shall be zero.

     

    "Responsible
      Officer"
      means,
      as to any Person, the chief executive officer, president or chief financial
      officer of such Person, but in any event, with respect to financial matters,
      the
      chief financial officer of such Person.

     

    "Revolver
      Commitment"
      means,
      with respect to each Lender, its Revolver Commitment, and, with respect to
      all
      Lenders, their Revolver Commitments, in each case as such Dollar amounts are
      set
      forth beside such Lender's name under the applicable heading on Schedule
      C-1
      or in
      the Assignment and Acceptance pursuant to which such Lender became a Lender
      hereunder, as such amounts may be reduced or increased from time to time
      pursuant to assignments made in accordance with the provisions of Section
      13.1.

     

    "Revolver
      Usage"
      means,
      as of any date of determination, the sum of (a) the amount of outstanding
      Advances, plus
      (b)
      the
      amount of the Letter of Credit Usage.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Risk
      Participation Liability"
      means,
      as to each Letter of Credit, all reimbursement obligations of Borrowers to
      the
      Issuing Lender with respect to an L/C Undertaking, consisting of (a) the amount
      available to be drawn or which may become available to be drawn, (b) all amounts
      that have been paid by the Issuing Lender to the Underlying Issuer to the extent
      not reimbursed by Borrowers, whether by the making of an Advance or otherwise,
      and (c) all accrued and unpaid interest, fees, and expenses payable with respect
      thereto. 

     

    "SEC"
      means
      the United States Securities and Exchange Commission and any successor
      thereto.

     

    "Securities
      Account"
      means a
      securities account (as that term is defined in the Code).

     

    "Security
      Agreement"
      means a
      security agreement, in form and substance reasonably satisfactory to Agent,
      executed and delivered by Loan Parties to Agent.

     

    "Settlement"
      has the
      meaning specified therefor in Section
      2.3(e)(i).

     

    "Settlement
      Date"
      has the
      meaning specified therefor in Section
      2.3(e)(i).

     

    "Solvent"
      means,
      with respect to any Person on a particular date, that, at fair valuations,
      the
      sum of such Person's assets is greater than all of such Person's
      debts.

     

    "S&P"
      has the
      meaning specified therefor in the definition of Cash Equivalents.

     

    "Stock"
      means
      all shares, options, warrants, interests, participations, or other equivalents
      (regardless of how designated) of or in a Person, whether voting or nonvoting,
      including common stock, preferred stock, or any other "equity security" (as
      such
      term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated
      by the SEC under the Exchange Act). 

     

    "Stock
      Acquisition"
      means
      the purchase or other acquisition by a Person or its Subsidiaries of all or
      substantially all of the Stock of any other Person.

     

    "Subordinated
      Indebtedness"
      means
      Indebtedness of any Loan Party the terms of which are reasonably satisfactory
      to
      the Required Lenders and which has been expressly subordinated in Lien and/or
      right of payment to all Indebtedness of such Loan Party under the Loan Documents
      (i) by the execution and delivery of a debt, and if applicable, Lien
      subordination agreement, in form and substance reasonably satisfactory to the
      Required Lenders, or (ii) otherwise on terms and conditions (including,
      without limitation, subordination provisions, payment terms, interest rates,
      covenants, remedies, defaults and other material terms) reasonably satisfactory
      to the Required Lenders.

     

    "Subsidiary"
      of a
      Person means a corporation, partnership, limited liability company, or other
      entity in which that Person directly or indirectly owns or controls the shares
      of Stock having ordinary voting power to elect a majority of the board of
      directors (or appoint other comparable managers) of such corporation,
      partnership, limited liability company, or other entity; provided,
      however, that for the purposes of this Agreement (other than the financial
      covenants described in Section
      6.16
      and the
      definitions used therein), an Excluded Foreign Subsidiary shall not be deemed
      a
      "Subsidiary".

     

    "Swing
      Lender"
      means
      WFF or any other Lender that, at the request of Administrative Borrower and
      with
      the consent of Agent agrees, in such Lender's sole discretion, to become the
      Swing Lender under Section
      2.3(b).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Swing
      Loan"
      has the
      meaning specified therefor in Section
      2.3(b).
      

     

    "Taxes"
      has the
      meaning specified therefor in Section
      16(a).

     

    "Total
      Commitment"
      means,
      with respect to each Lender, its Total Commitment, and, with respect to all
      Lenders, their Total Commitments, in each case as such Dollar amounts are set
      forth beside such Lender's name under the applicable heading on Schedule
      C-1
      attached
      hereto or on the signature page of the Assignment and Acceptance pursuant to
      which such Lender became a Lender hereunder, as such amounts may be reduced
      or
      increased from time to time pursuant to assignments made in accordance with
      the
      provisions of Section
      13.1.

     

    "Trademark
      Security Agreement"
      has the
      meaning specified therefor in the Security Agreement.

     

    "Triggering
      Event"
      means,
      as of any date of determination, that (a) an Event of Default has occurred,
      or
      (b) Liquidity is less than $30,000,000.

     

    "Underlying
      Issuer"
      means a
      third Person which is the beneficiary of an L/C Undertaking and which has issued
      a letter of credit at the request of the Issuing Lender for the benefit of
      Borrowers.

     

    "Underlying
      Letter of Credit"
      means a
      letter of credit that has been issued by an Underlying Issuer.

     

    "United
      States"
      means
      the United States of America.

     

    "Videogame
      Franchise"
      means a
      series of one or more related videogame titles, including sequels, that are
      sold
      by a Loan Party, including titles that are used on multiple delivery platforms.
      For purposes of illustration, all titles under the Grand Theft Auto series
      of
      videogames, irrespective of the delivery platform that is use for such titles,
      constitutes a single Videogame Franchise.

     

    "Voidable
      Transfer"
      has the
      meaning specified therefor in Section
      18.8.

     

    "Wells
      Fargo"
      means
      Wells Fargo Bank, National Association, a national banking
      association.

     

    "WFF"
      means
      Wells Fargo Foothill, Inc., a California corporation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Schedule
      3.1

     

    The
      obligation of each Lender to make its initial extension of credit provided
      for
      in the Agreement is subject to the fulfillment, to the satisfaction of Agent
      and
      each Lender (the making of such initial extension of credit by any Lender being
      conclusively deemed to be its satisfaction or waiver of the following), of
      each
      of the following conditions precedent:

     

    (a) the
      Closing Date shall occur on or before September 3, 2007;

     

    (b) Agent
      shall have received a letter duly executed by each Loan Party authorizing Agent
      to file appropriate financing statements in such office or offices as may be
      necessary or, in the reasonable opinion of Agent, desirable to perfect the
      security interests to be created by the Loan Documents;

     

    (c) Agent
      shall have received evidence that appropriate financing statements have been
      duly filed in such office or offices as may be necessary or, in the opinion
      of
      Agent, desirable to perfect the Agent's Liens in and to the Collateral, and
      to
      the extent practicable, Agent shall have received searches reflecting the filing
      of all such financing statements, and evidencing the absence of any other Liens
      on the Collateral, other than Liens acceptable to Agent;

     

    (d) Agent
      shall have received each of the following documents, in form and substance
      satisfactory to Agent, duly executed, and each such document shall be in full
      force and effect:

     

    (i) the
      Agreement,

     

    (ii) the
      Contribution Agreement,

     

    (iii) the
      Copyright Security Agreement,

     

    (iv) the
      Disbursement Letter,

     

    (v) the
      Fee
      Letter,

     

    (vi) the
      Intercompany Subordination Agreement,

     

    (vii) the
      Officers' Certificate,

     

    (viii) the
      Patent Security Agreement,

     

    (ix) the
      Security Agreement, together with all certificates representing the shares
      of
      Stock pledged thereunder, as well as Stock powers with respect thereto endorsed
      in blank, and

     

    (x) the
      Trademark Security Agreement;

     

    (e) Agent
      shall have received a certificate from the Secretary of each Loan Party (i)
      attesting to the resolutions of such Loan Parties' Board of Directors
      authorizing its execution, delivery, and performance of this Agreement and
      the
      other Loan Documents to which such Loan Party is a party, (ii) authorizing
      specific officers of such Loan Party to execute the same, and (iii) attesting
      to
      the incumbency and signatures of such specific officers of such Loan
      Party;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) Agent
      shall have received copies of each Loan Parties' Governing Documents, as
      amended, modified, or supplemented to the Closing Date, certified by the
      Secretary of such Loan Party;

     

    (g) Agent
      shall have received a certificate of status with respect to each Loan Party,
      dated within 10 days of the Closing Date, such certificate to be issued by
      the
      appropriate officer of the jurisdiction of organization of such Loan Party,
      which certificate shall indicate that such Loan Party is in good standing in
      such jurisdiction;

     

    (h) Agent
      shall have received certificates of status with respect to each Loan Party,
      each
      dated within 30 days of the Closing Date, such certificates to be issued by
      the
      appropriate officer of the jurisdictions (other than the jurisdiction of
      organization of such Loan Party) in which its failure to be duly qualified
      or
      licensed would constitute a Material Adverse Change, which certificates shall
      indicate that such Loan Party is in good standing in such
      jurisdictions;

     

    (i) Agent
      shall have received Collateral Access Agreements with respect to the locations
      set forth on Schedule
      3.1(i),
      except
      for such locations that Borrowers are unable to obtain a Collateral Access
      Agreement after using commercially reasonable efforts; 

     

    (j) Agent
      shall have received a certificate of insurance, together with the endorsements
      thereto (including loss payable endorsements), as are required by Section
      5.8,
      the
      form and substance of which shall be reasonably satisfactory to Agent. Loan
      Parties insurance policies and binders shall be reasonably satisfactory to
      Agent;

     

    (k) Agent
      shall have received legal opinions, in form and substance reasonably
      satisfactory to Agent from (i) Proskauer Rose LLP, special New York counsel
      to
      Loan Parties, and (ii) other local counsel to Loan Parties as are reasonably
      required by Agent;

     

    (l) Borrowers
      shall have the Required Availability after giving effect to the initial
      extensions of credit hereunder and the payment of all fees, costs and expenses
      required to be paid by Borrowers on the Closing Date under this Agreement or
      the
      other Loan Documents; provided,
      that
      Administrative Borrower shall deliver to Agent a certificate of the chief
      financial officer of Administrative Borrower certifying as to the matters set
      forth above and containing a calculation of Required Availability and the Agent
      shall have received satisfactory telephone verification of the existence of
      the
      cash used in the calculation of Required Availability;

     

    (m) Agent
      shall have received a certificate of the chief financial officer of Parent
      certifying (i) as to the truth and accuracy of the representations and
      warranties of each Loan Party contained in Section
      4
      of the
      Agreement, (ii) the absence of any Defaults or Events of Default, and (iii)
      that
      after giving effect to the incurrence of Indebtedness under the Agreement,
      the
      Loan Parties, taken as a whole, are Solvent, on and as of the date of such
      extension of credit; 

     

    (n) Agent
      shall have completed its business, collateral and legal due diligence,
      including, without limitation, (i) a collateral audit and review of Borrowers'
      and their Subsidiaries' books and records and verification of Borrowers'
      representations and warranties to the Lender Group, (ii) an inspection of each
      of the locations where Borrowers' and their Subsidiaries' Inventory is located,
      (iii) a review of Loan Parties' business plan, (iv) a review of all outstanding
      material litigation of Loan Parties, and (v) a review of all of Loan Parties'
      Material Contracts, in each case, the results of which shall be reasonably
      satisfactory to Agent;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (o) Agent
      shall have received completed reference checks with respect to Loan Parties'
      senior management and USA Patriot Act searches, the results of which, in each
      case, are satisfactory to Agent in its sole discretion;

     

    (p) Borrowers
      shall have paid all Lender Group Expenses incurred on or prior to the Closing
      Date in connection with the transactions evidenced by this
      Agreement;

     

    (q) Agent
      shall have received a franchise valuation of Loan Parties' and their
      Subsidiaries' businesses performed by a third party appraiser acceptable to
      Agent, the
      results of which shall be satisfactory to Agent;

     

    (r) Agent
      shall have received copies of each Material Contract, together with a
      certificate of the Secretary of the Parent certifying each such document as
      being a true, correct, and complete copy thereof, and that such Material
      Contracts remain in full force and effect and that none of the Loan Parties
      is
      in breach or default in any of its obligations under such Material
      Contracts;

     

    (s) Agent
      shall be reasonably satisfied with the cash management systems of Loan
      Parties;

     

    (t) Agent
      shall have received a final set of Projections of Parent and its Subsidiaries
      for the 1 year period following the Closing Date (on a year by year basis,
      and
      for the 1 year period following the Closing Date, on a month by month basis),
      in
      form and substance (including as to scope and underlying assumptions) reasonably
      satisfactory to Agent;

     

    (u) Loan
      Parties and each of their Subsidiaries shall have received all licenses,
      approvals or evidence of other actions required by any Governmental Authority
      in
      connection with the execution and delivery by Loan Parties or their Subsidiaries
      of the Loan Documents or with the consummation of the transactions contemplated
      thereby; 

     

    (v) there
      shall exist no claim, action, suit, investigation, litigation or proceeding
      pending or threatened in any court or before any Governmental Authority which
      relates to the transactions contemplated by the Loan Documents or which, in
      the
      Permitted Discretion of any Lender, has a reasonable likelihood of having a
      material adverse effect on (A) the ability of Loan Parties to perform their
      obligations under the Loan Documents, or (B) the ability of Lenders to enforce
      the Loan Documents; and

     

    (w) all
      other
      documents and legal matters in connection with the transactions contemplated
      by
      this Agreement shall have been delivered, executed, or recorded and shall be
      in
      form and substance reasonably satisfactory to Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      5.2

     

    Provide
      Agent (and if so requested by Agent, with copies for each Lender) with each
      of
      the documents set forth below at the following times in form reasonably
      satisfactory to Agent:

    

      
        	
                Weekly

              	
                (a)
                  a detailed report regarding Loan Parties' and their Subsidiaries'
                  cash and
                  Cash Equivalents, including an indication of which amounts constitute
                  Qualified Cash.

                 

              
	
                Weekly;
                  provided,
                  that, if average Liquidity for any week is more than $30,000,000
                  (tested
                  upon receipt of the weekly Qualified Cash report described in clause
                  (a)
                  above), then such reports shall be delivered on a monthly basis
                  (no later
                  than (i) in the case of electronic reporting, the 15th day of each
                  month
                  and (ii) in all other cases, the 20th day of each month)

              	
                (b)
                  supporting details supplied from sales journals, collection journals,
                  credit registers and any other records (delivered electronically
                  in an
                  acceptable format, if Loan Parties have implemented electronic
                  reporting),

                 

                (c)
                  Inventory system/perpetual reports specifying the cost of Loan
                  Parties'
                  and their Subsidiaries' Inventory, by category, with additional
                  detail
                  showing additions to and deletions therefrom (delivered electronically
                  in
                  an acceptable format, if Loan Parties have implemented electronic
                  reporting), and

                 

                (d)
                  a detailed aging, by total, of Loan Parties' Accounts, together
                  with a
                  reconciliation and supporting documentation for any reconciling
                  items
                  noted (delivered electronically in an acceptable format, if Loan
                  Parties
                  have implemented electronic reporting).

                 

              
	
                Monthly
                  (no later than (i) in the case of electronic reporting, the 15th
                  day of
                  each month and (ii) in all other cases, the 20th day of each
                  month)

              	
                (e)
                  notice of all material claims, offsets, or disputes asserted by
                  Account
                  Debtors with respect to Loan Parties' and their Subsidiaries' Accounts,
                  

                 

                (f)
                  a detailed calculation of those Accounts that are not eligible
                  for the
                  Borrowing Base, if Loan Parties have not implemented electronic
                  reporting
                  (provided, that certain ineligible Accounts that are not captured
                  by
                  electronic reporting shall be reported manually even if electronic
                  reporting has been implemented),

                 

                (g)
                  a detailed Inventory system/perpetual report together with a
                  reconciliation to Loan Parties' general ledger accounts (delivered
                  electronically in an acceptable format, if Loan Parties have implemented
                  electronic reporting),

                 

                (h)
                  a detailed calculation of Inventory categories that are not eligible
                  for
                  the Borrowing Base, if Loan Parties have not implemented electronic
                  reporting (provided, that certain ineligible Inventory categories
                  that are
                  not captured by electronic reporting shall be reported manually
                  even if
                  electronic reporting has been implemented),

                 

                (i)
                  a summary aging, by vendor, of Loan Parties' and their Subsidiaries'
                  accounts payable and any book overdrafts (delivered electronically
                  in an
                  acceptable format, if Loan Parties have implemented electronic
                  reporting)
                  and an aging, by vendor, of any held checks, and

                 

                (j)
                  a monthly Account roll-forward, in a format acceptable to Agent
                  in its
                  discretion, tied to the beginning and ending account receivable
                  balances
                  of Loan Parties' general ledgers.

                 

              


      

       

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                  Monthly
                    (no later than the 30th day of each month)

                	
                  (k) 
                    a reconciliation of Accounts, trade accounts payable, and Inventory
                    of
                    Loan Parties' general ledger accounts to their monthly financial
                    statements including any book reserves related to each category,
                    and

                   

                  (l) 
                    a report regarding each Loan Parties' and their Subsidiaries
                    accrued, but
                    unpaid rent obligations.

                   

                
	
                  Quarterly

                	
                  (m) 
                    a report of the set or collection of copyrights relating to each
                    version
                    of each videogame titles of the Parent and its Subsidiaries constituting
                    the Required Library, 

                   

                  (n) 
                    a detailed report regarding (i) Loan Parties' Permitted Investments,
                    (ii)
                    Loan Parties' Permitted Dispositions, and (iii) Loan Parties'
                    Permitted
                    Distributions made in such quarter, and

                   

                  (o) 
                    a certificate of Parent setting forth all amounts due and owing
                    under the
                    Platform Licenses (together with, at the request of Agent, proof
                    of such
                    payment).

                   

                
	
                  Upon
                    reasonable request by Agent

                	
                  (p) 
                    a report setting forth a schedule of all royalty and license
                    payables,

                   

                  (q) 
                    copies of purchase orders and invoices for Inventory and Equipment
                    acquired by Loan Parties or their Subsidiaries, 

                   

                  (r) 
                    such other reports as to the Collateral or the financial condition
                    of Loan
                    Parties and their Subsidiaries, as Agent may reasonably
                    request,

                   

                  (s)
                    copies of invoices together with corresponding shipping and delivery
                    documents, and credit memos together with corresponding supporting
                    documentation, with respect to invoices and credit memos in excess
                    of an
                    amount determined in the sole discretion of Agent, from time
                    to time,
                    

                   

                  (t) 
                    a report regarding Loan Parties' and their Subsidiaries' accrued,
                    but
                    unpaid taxes, including, without limitation ad valorem taxes,
                    and

                   

                  (u) 
                    a detailed list of Loan Parties' and their Subsidiaries' customers,
                    with
                    address and contact information.

                   

                


        

        
           

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      5.3

     

    Deliver
      to Agent, with copies to each Lender, each of the financial statements, reports,
      or other items set forth set forth below at the following times in form
      reasonably satisfactory to Agent:

    


    

      
        	
                as
                  soon as available, but in any event within 30 days (45 days in
                  the case of
                  a month that is the end of one of Parent's fiscal quarters) after
                  the end
                  of each month during each of Parent's fiscal years

              	
                (a) each
                  month, an unaudited consolidating trial balance and consolidated
                  balance
                  sheet, income statement, and statement of cash flow covering Parent's
                  and
                  its Subsidiaries' operations during such period, 

                 

                (b)
                  each quarter, an unaudited consolidating trial balance and consolidated
                  balance sheet, income statement, and statement of cash flow covering
                  Parent's and its Subsidiaries' operations during such period,

                 

                (c)
                  each month, a Compliance Certificate, 

                 

                (d)
                  each fiscal quarter, a certificate of the Parent, setting forth
                  (i) all
                  applications made, and all issuances of registrations on existing
                  applications received, for trademarks since the date of the prior
                  certificate (or, in the case of the first such certificate, the
                  Initial
                  Facility Closing Date), (ii) all applications made, and all issuances
                  of
                  registrations and letters on existing applications received, for
                  patents
                  and copyrights since the date of the prior certificate (certificate
                  (or,
                  in the case of the first such certificate, the Initial Facility
                  Closing
                  Date), and (iii) all trademark licenses, copyright licenses and
                  patent
                  licenses entered into since the date of the prior certificate (or,
                  in the
                  case of the first such certificate, the Initial Facility Closing
                  Date),
                  and

                 

                (e)
                  each quarter, a package of financial information with respect to
                  released
                  videogame titles, which package shall contain a comparison of actual
                  sales
                  to projected sales in both units and dollars.

                 

              
	
                as
                  soon as available, but in any event within 90 days after the end
                  of each
                  of Parent's fiscal years

              	
                (f) consolidating
                  trial balance and consolidated financial statements of Parent and
                  its
                  Subsidiaries for each such fiscal year, audited by independent
                  certified
                  public accountants reasonably acceptable to Agent and certified,
                  without
                  any qualifications (including any (A) "going concern" or like
                  qualification or exception, (B) qualification or exception as to
                  the scope
                  of such audit, or (C) qualification which relates to the treatment
                  or
                  classification of any item and which, as a condition to the removal
                  of
                  such qualification, would require an adjustment to such item, the
                  effect
                  of which would be to cause any noncompliance with the provisions
                  of
                  Section 6.16), by such accountants to have been prepared in accordance
                  with GAAP (such audited financial statements to include a balance
                  sheet,
                  income statement, and statement of cash flow and, if prepared,
                  such
                  accountants' letter to management), and

                 

                (g) a
                  Compliance Certificate.

                 

              
	
                as
                  soon as available, but in any event within 30 days after the start
                  of each
                  of Parent's fiscal years,

              	
                (h) copies
                  of Parent's Projections (including, without limitation, information
                  relating to videogames, which information shall include for each
                  videogame, by month, the title of the game, projected net sales
                  by unit
                  and projected net sales), in form and substance (including as to
                  scope and
                  underlying assumptions) satisfactory to Agent, in its Permitted
                  Discretion, for the forthcoming fiscal year, month by month, certified
                  by
                  the chief financial officer of Parent as being such officer's good
                  faith
                  estimate of the financial performance of Parent during the period
                  covered
                  thereby, and

                 

                (i)
                  a schedule of (A) the projected revenue by fiscal quarter generated
                  from
                  the top 5 Videogame Franchises to by sold by Loan Parties during
                  the
                  upcoming fiscal year and (B) the Videogame Franchises comprising
                  70% of
                  projected total annual revenue from videogame sales during the
                  upcoming
                  fiscal year.

                 

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

      
        	
                if
                  and when filed by any Loan Party,

              	
                (j) Form
                  10-Q quarterly reports, Form 10-K annual reports, and Form 8-K
                  current
                  reports,

                 

                (k) any
                  other filings made by any Loan Party with the SEC, and

                 

                (l)
                  any other information that is provided by a Loan Party to its shareholders
                  generally.

                 

              
	
                promptly,
                  but in any event within 5 days after a Responsible Officer of a
                  Loan Party
                  has knowledge of any event or condition that constitutes a Default
                  or an
                  Event of Default,

                 

              	
                (m) notice
                  of such event or condition.

              
	
                promptly,
                  but in any event within 10 days after a Responsible Officer of
                  a Loan
                  Party has knowledge of any labor negotiations or strikes or termination
                  or
                  cancellation of any Material Contract,

                 

              	
                (n)
                  notice of such event or condition.

              
	
                promptly
                  after the commencement thereof, but in any event within 5 days
                  after the
                  service of process with respect thereto on any Loan Party or any
                  Subsidiary of a Loan Party,

                 

              	
                (o) notice
                  of all actions, suits, or proceedings brought by or against any
                  Borrower
                  or any Subsidiary of a Loan Party before any Governmental Authority
                  which
                  reasonably could be expected to result in a Material Adverse
                  Change.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                promptly
                  after receipt or delivery thereof,

              	
                (p)
                  (i) copies of any material notices that any Loan Party receives
                  from or
                  sends to any person in connection with any Material Contract and
                  (ii) not
                  later than 3 Business Days after the effective date thereof, any
                  amendments, modifications, waivers or other changes to any such
                  documents,
                  and

                 

                (q)
                  copies of any report prepared for Parent and its Subsidiaries in
                  connection with an audit of their owned and licensed patents, trademarks
                  and copyrights.

                 

              
	
                promptly
                  upon the effect thereof,

              	
                (r)
                  notice of any modification or change to Parent's and its' Subsidiaries'
                  fiscal year.

                 

              
	
                upon
                  the request of Agent,

              	
                (s) any
                  other information reasonably requested relating to the financial
                  condition
                  of Loan Parties or their Subsidiaries.

                 

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      List
        of Omitted Schedules and Exhibits

      


      SCHEDULES:

      


      
        	A-1	
                Agent's
                  Account

              


      

      
        	A-2	
                Authorized
                  Persons

              


      

      
        	C-1	
                Commitments

              


      

      
        	D-1	
                Designated
                  Account

              


      

      
        	E-1	
                Eligible
                  Inventory Locations

              


      

      
        	M-1	
                Material
                  Contracts

              


      

      
        	P-1	
                Permitted
                  Liens

              


      

      
        	P-2	
                Permitted
                  Dispositions

              


      

      
        	R-1	
                Real
                  Property Collateral

              


      

      
        	2.7(a)	
                Cash
                  Management Banks

              


      

      
        	3.1(i)	
                Collateral
                  Access Agreement Locations

              


      

      
        	4.5	
                Locations
                  of Inventory and Equipment

              


      

      
        	4.7(a)	
                Jurisdictions
                  of Organization

              


      

      
        	4.7(b)	
                Chief
                  Executive Offices

              


      

      
        	4.7(c)	
                Organizational
                  Identification Numbers

              


      

      
        	4.7(d)	
                Commercial
                  Tort Claims

              


      

      
        	4.8(b)	
                Capitalization
                  of Loan Parties

              


      

      
        	4.8(c)	
                Capitalization
                  of Loan Parties' Subsidiaries

              


      

      
        	4.10	
                Litigation

              


      

      
        	4.14	
                Environmental
                  Matters

              


      

      
        	4.15	
                Intellectual
                  Property

              


      

      
        	4.17	
                Deposit
                  Accounts and Securities Accounts

              


      

      
        	4.19	
                Permitted
                  Indebtedness

              


      

      
        	4.22	
                Material
                  Contracts

              


      

      
        	4.24	
                Taxes

              


      

      
        	4.25	
                Insurance

              


      

      
        	4.29	
                Inactive
                  Subsidiaries

              


      

      
        	6.3	
                Restrictions
                  on Fundamental Changes

              


      

      
        	6.6	
                Nature
                  of Business

              


      

      


      EXHIBITS:
        

      


      
        	A-1	
                Form
                  of Assignment and Acceptance 

              


      

      
        	B-1	
                Intentionally
                  Omitted

              


      

      
        	C-1	
                Form
                  of Compliance Certificate

              


      

      
        	L-1	
                Form
                  of LIBOR Notice

              


      

      


      The
        Registrant will furnish the omitted schedules and exhibits to the Commission
        upon request.