Exhibit
10.7


 


MASTER
PARTICIPATION AGREEMENT


 


This Master Participation
Agreement (this “Agreement”) is entered into as of July 7, 2006, between
Ares Capital CP Funding LLC (“Seller”) and Ares Capital Corporation (“Purchaser”).


 


RECITALS:


 


Whereas,
Seller owns interests in (a) the loans and other securities and investments
identified in Exhibit A (each a “Loan”
and collectively, the “Loans”)
consisting of loans, advances and notes and interests in, to and under the
related Credit Documents, as hereinafter defined (each a “Loan Interest” and collectively, the “Loan Interests”),
pursuant to various credit agreements, indentures, note purchase agreements and
other similar documents, each between a borrower (each, a “Borrower” and
collectively, the “Borrowers”), an agent for the relevant lenders or
noteholders (if applicable), and one or more financial institutions acting as
lenders or noteholders (such credit agreements, as amended, supplemented,
novated or otherwise modified from time to time, together with all guarantees,
security agreements, mortgages, deeds of trust, letters of credit,
reimbursement agreements, waivers and any other documents executed in
connection therewith, hereinafter are referred to as the “Credit Documents”);
and


 


Whereas,
Seller desires to sell and grant to Purchaser, without recourse, a
participation interest in all of Seller’s Loan Interests, and Purchaser desires
to purchase and take from Seller, without recourse, a participation interest in
all of Seller’s Loan Interests.


 


AGREEMENT


 


Now
therefore, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser hereby agree as follows:


 


1.             Participation. Seller
hereby sells and grants to Purchaser, and Purchaser hereby purchases and takes
from Seller, as of the Effective Date (as hereinafter defined), an undivided
100% participation interest in and to (i) each of the Loan Interests, (ii) all
Collections and payments paid in respect thereof and all monies due, to become
due or paid in respect thereof accruing on and after the Effective Date, (iii)
all security interests, liens and collateral subject thereto from time to time
purporting to secure payment by the applicable Obligor(s), (iv) all guaranties,
indemnities and warranties, and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Loan
Interests, (v) all collections and records with respect to the foregoing, and
(vi) all income, payments, proceeds and other benefits of any and all of the
foregoing, including but not limited to, all accounts, cash and currency,
chattel paper, electronic chattel paper, tangible chattel paper, copyrights,
copyright licenses, equipment, fixtures, general intangibles, instruments,
commercial tort claims, deposit accounts, inventory, investment property,
letter of credit rights, software, supporting obligations, accessions, and
other property consisting of, arising out of, or related to the foregoing ((i)-(vi)
collectively, the “Participated Assets”) (each such participation
interest, a “Participation Interest” and,
collectively, the “Participation Interests”).


 


The term “Obligors”
as used herein shall mean, collectively, the Borrowers and each guarantor,
pledgor, subordinator or other person or entity directly or indirectly
obligated in respect of the Loans.


 











 


The
term “Collections” as used herein shall mean and include all payments or
distributions received by or on behalf of Seller from any Obligor in respect of
the Loan Interests and the proceeds of any collateral applied by Seller to such
Loan Interests. Seller shall promptly remit to Purchaser, as received, all such
Collections without set-off, counterclaim or deduction of any kind within three
business days after receipt thereof from an Obligor or following application of
any collateral therefor, as applicable, to the account specified below
Purchaser’s signature hereto.


 


It is the intention of
the parties hereto that each sale of interests in Loans hereunder shall be
absolute and irrevocable and will provide Purchaser with the full risks and
benefits of ownership of such interests so purchased (such that the Loan
Interests would not constitute property of Seller’s estate in the event of
Seller’s bankruptcy) and shall constitute a “sale of accounts,” as such term is
used in Article 9 of the Uniform Commercial Code of the State of New York, to
the extent applicable, and not a loan secured by such Loan Interests. In the
event that, contrary to the mutual intent of Seller and Purchaser, any purchase
of Loan Interests hereunder is not characterized as a sale but rather as a
collateral transfer for security (or the transactions contemplated hereby are
characterized as a financing transaction), it is the intent of the parties
hereto that this Agreement shall constitute a security agreement under
applicable law and that such purchase of the Loan Interests shall be deemed to
be a secured financing, secured by a security interest in all of Seller’s
right, title and interest now or hereafter existing and hereafter arising in,
to and under (i) all Loan Interests, (ii) all Collections and (iii) all
proceeds of the foregoing (collectively, the “Seller Collateral”). In
furtherance of the foregoing, Seller hereby grants to Purchaser a security
interest in all of Seller’s right, title and interest now or hereafter existing
in, to and under the Seller Collateral to secure the repayment of all amounts
due and owing by Seller to Purchaser hereunder with accrued interest thereon,
if applicable, whether now or hereafter existing, due or to become due, direct
or indirect, or absolute or contingent.


 


2.             Effective Date. From
and after the date of Seller’s receipt of the purchase price mutually agreed
between Seller and Purchaser (the “Effective Date”), the Participation
Interests purchased hereunder shall be for the account and risk of Purchaser,
without any recourse to Seller, except as expressly provided herein. The
transfer of the Participation Interests shall be deemed effective as of the
Effective Date. The Purchaser hereby assumes full risk and responsibility with
respect to repayment of the Participation Interests without recourse to Seller
and, in the event of any failure by any Borrower to fulfill any of its
obligations under the terms of the related Credit Documents, Seller shall not
be under any liability to Purchaser for payment of principal, interest or fees
other than as provided in Paragraph 3.


 


3.             Sharing of Liabilities and
Expenses. Purchaser shall pay to Seller, from time to time and upon
Seller’s demand therefor, an amount equal to all liabilities, losses,
out-of-pocket costs and expenses (including reasonable attorneys’ fees)
(collectively, the “Liabilities”) suffered or incurred by Seller from
and after the Effective Date in administering and collecting on the Loan
Interests or which otherwise arise in connection therewith or in connection
with preserving any collateral security therefor, except for such Liabilities
as may be caused by the negligence or willful misconduct of Seller and except
to the extent that Seller has theretofore been reimbursed for such Liabilities
by or on behalf of any Borrower. Purchaser shall be entitled to any such
amounts recovered by Seller from, or on behalf of, any Borrower after Purchaser
has paid Seller with respect to such Liabilities. Seller shall promptly remit
to Purchaser an amount equal to any payment received by Seller on account of
increased costs, break funding payments or expenses incurred by Purchaser in
connection with the Participation Interest.


 


4.             Information; No Recourse
or Warranty; Responsibilities. Seller holds in its possession for
the benefit of itself and Purchaser true and complete copies of all of the
documents in connection with the Loan Interests which constitute all documents
that Purchaser considers necessary in deciding to enter into this Agreement and
participate in the Loan Interests as provided herein. It is understood and
agreed that Seller does not make any express or implied representations or
warranties of any kind or character with 



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respect to the genuineness, validity, effectiveness,
enforceability, value, priority, perfection or collectability of the Loan
Interests, any collateral security therefor or the Credit Documents, nor with
respect to the solvency, financial condition or financial statements of any of
the Borrowers, and by its acceptance hereof, Purchaser agrees that Seller shall
be free of liability on account of Purchaser’s Participation Interests
described herein with respect to anything Seller may do or refrain from doing
in good faith and in the exercise of its judgment, provided,
however, that Seller agrees to use the same care in protecting the
interests of Purchaser in the Loan Interests as it uses for similar interests
held by it solely for its own account and Seller agrees to account to Purchaser
as herein set forth for the share from time to time applicable to Purchaser’s
Participation Interests hereunder in Collections. Whenever Seller receives a
payment of principal of, or interest, fees and make-whole amounts, if any, on,
the Loan Interests, Seller will accept such payment for the account and sole
benefit of, and as agent for, Purchaser and promptly pay over to Purchaser the
amount so received. In administering the Loan Interests and the Credit
Documents, Seller shall not be bound to ascertain or inquire as to the
performance of any of the terms, provisions or conditions of any thereof on the
part of any Borrower or any other person, shall be entitled to rely upon any
statement or notice, however sent, believed by it to be genuine and correct and
believed by it to be sent by the proper person, may consult with counsel and
shall be fully protected in any action taken or omitted to be taken by it in
accordance with the advice or opinion of such counsel, may employ agents or
attorneys-in-fact and shall not be liable for the default or misconduct of any
such person selected by it with due care, and shall not be responsible for the
performance of the payment or other obligations of the Borrowers or the value
of any collateral securing the same.


 


5.             Borrower Information.
Upon the request of Purchaser, Seller shall provide Purchaser with copies of
any information in Seller’s possession which was received pursuant to the
provisions of any Credit Document and, to the extent not otherwise available to
Purchaser, Seller shall use its best efforts to provide Purchaser, following
Purchaser’s written request therefor, such current factual information that
Purchaser specifically requests which is then in Seller’s possession and
relating to the status of the Loan Interests or any Borrower’s financial
condition; provided  that
Seller shall not be required to provide Purchaser with any information in
violation of any law or any contractual restriction set forth in the Credit
Documents on the disclosure thereof.


 


6.             Representations and
Warranties. (a) Purchaser represents and warrants to Seller that (i)
without characterizing the Loan Interests, the Participation Interests, or any
portion thereof as securities, Purchaser is purchasing the Participation
Interests hereunder for its own account in the ordinary course of business not
with a view to, or in connection, with any subdivision, resale, or distribution
thereof in violation of any applicable securities laws, (ii) Purchaser is
engaged in the business of entering into transactions of the nature
contemplated herein, and (iii) Purchaser has full power and authority to
execute, deliver and perform its obligations under this Agreement.


 


(b) Seller represents and
warrants to Purchaser that, as of the date hereof and as of the Effective Date,
(i) Seller is the sole legal and beneficial owner and holder of the rights
comprising each Loan Interest with good title thereto, free and clear of all
liens, charges, encumbrances or other security interests as of the date hereof,
and is not a party to any agreement (other than this Agreement) which would
result in any lien, charge or other encumbrance, (ii) the aggregate amounts
owed by the respective Borrowers under or in respect of the respective Loan
Interests are not less than the amounts set forth in Exhibit A hereto,
and (iii) Seller has full power and authority to execute, deliver and perform
its obligations under this Agreement.


 


7.             Further Assurances. From
and after the date hereof, each of Purchaser and Seller covenants and agrees to
execute and deliver all such agreements, instruments and documents and to take
all such further actions as the other party hereto may reasonably deem
necessary from time to time to carry out the intent and purposes of this
Agreement and to consummate the transactions contemplated hereby.



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8.             Other Financings.
Purchaser shall have no interest, by virtue of this Agreement and Purchaser’s
rights hereunder or otherwise, in any future extension of credit or financing
transactions by Seller to, on behalf of, or with, any Borrower or any
guarantees or collateral therefor, or any property now or hereafter in the
possession or control of Seller which may be or become security for the obligations
of any Borrower arising under any Credit Document by reason of the general
description of indebtedness, secured or otherwise; provided
that, if payments in respect of any guarantees or the proceeds of
any such collateral shall be applied to any of the obligations of any Borrower
described in clauses (a) and (b) of Section 1 hereof, then Purchaser shall be
entitled to share in such application as set forth in Section 1 hereof.


 


9.             Amendments, Waivers, etc. Subject
to the terms of the Credit Documents, Seller may not enter into any amendment
or modification of, or waive compliance with the terms of, any Credit Document
without the consent of Purchaser. If Seller shall at any time request in
writing Purchaser’s consent to any such matter for which Purchaser’s consent is
required and shall not receive a response to such request within five business
days after Purchaser has received such request (or within such earlier period
as Seller may notify to Purchaser in connection with a specific request),
Purchaser shall be conclusively deemed to have refused to give such consent and
Seller shall be entitled to thereafter act on the basis that Purchaser has
denied such consent.


 


10.           Savings Clause. Notwithstanding
any other provision of this Agreement, with respect to each Participation
Interest: (i) nothing contained herein shall grant to Purchaser any rights
which the relevant Credit Documents require Seller to retain; (ii) this
Agreement shall be deemed to incorporate any provisions required by any Credit
Document to be incorporated in order to transfer the related Participation
Interest hereunder; and (iii) this Agreement shall be deemed to omit any
provision which any Credit Document requires to be omitted in order to transfer
the related Participation Interest hereunder.


 


11.           Further Sale and
Assignment. To the extent permitted under the related Credit
Documents, Purchaser shall be entitled to freely pledge, sell, transfer, or
convey (each, a “Transfer”) any Participation Interest hereunder to any
person (a “Transferee”), provided that each of the following conditions
are met: (i) Purchaser shall obtain the prior written consent of Seller to such
Transfer (which consent shall not be unreasonably withheld); and (ii) as a
result of the Transfer, at the discretion of Seller, either (A) Transferee
shall hold a participation directly from Seller governed by such agreements as
Seller and the Transferee shall reasonably agree and not governed by this
Agreement, or (B) the Participation Interest shall be terminated with respect
to such interest and Seller shall assign all of its right, title and interest
in and to the relevant Loan Interest to the Transferee pursuant to such
documentation as may be required by the relevant Credit Documents. Notwithstanding the foregoing, Purchaser
may grant a subparticipation interest in any or all of the Participation
Interests without the consent of, or notice to, Seller, but only if
such subparticipation does not violate any applicable law or regulation or
cause Seller to violate or be in breach of any provision of the Credit
Documents. Purchaser
agrees that any sale or disposition of Purchaser’s Participation Interest will
be made in accordance with applicable securities laws.


 


Seller
shall not sell, assign, transfer, mortgage, pledge, grant a lien on or
otherwise deal with or encumber any of its rights or obligations in or to the
Loan Interests to the extent such interests relate to the Participation
Interests or any other distributions or payments with respect thereto or any of
its rights or obligations under this Agreement without the prior written
consent of Purchaser.


 


12.           Waivers. No
delay or omission by any party to exercise any right under this Agreement shall
impair any such right, nor shall it be construed to be a waiver thereof. No waiver
of any single breach or default under this Agreement shall be deemed a waiver
of any other breach or default.



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13.           Withholding Tax.
Purchaser represents and warrants that payments to it under this Agreement are
not subject to U.S. withholding tax. Upon request from time to time, Purchaser
shall promptly provide to Seller an appropriately executed Internal Revenue
Service form or such other evidence as shall be necessary to establish that
payments made to Purchaser hereunder are exempt from U.S. withholding tax.


 


14.           Notices. Whenever
this Agreement requires or permits any consent, approval, notice, request, or
demand from one party to another, the consent, approval, notice, request, or
demand must be in writing and shall be deemed effective when delivered, if sent
by courier or by registered or certified mail, or when receipt is confirmed, if
sent by telecopy, each case at the address or telecopy number set forth below
the relevant party’s signature hereto or at such other address or telecopy
number as may be provided by either party to the other party.


 


15.           Illegality. Construction;
Governing Law. The illegality or unenforceability of any provision
of this Agreement shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Agreement. Paragraph
headings used in this Agreement are for convenience of reference only and shall
not affect the construction of this Agreement. The laws of the State of New
York shall govern the rights and duties of the parties hereto and the
interpretation hereof (without regard to any conflicts of law provision that
would require the application of the law of any other jurisdiction).


 


16.           Termination. From
and after the date hereof, Seller and Purchaser agree to use diligent efforts
to promptly effect an outright assignment to Purchaser or Purchaser’s designee
of each Loan relating to each Participation Interest. With respect to each
Participation Interest, effective upon (i) obtaining such consents,
acknowledgements and authorizations as may be required under the relevant
Credit Documents to effect each such assignment, (ii) execution and delivery of
such assignment agreements as are required under the terms of the relevant
Credit Documents to effect such assignment, and (iii) the satisfaction of all
other conditions to the effectiveness of such assignment under the terms of the
relevant Credit Documents, such Participation Interest shall automatically
convert to and become, and Seller hereby grants and conveys, an outright
assignment of the relevant Participated Assets to Purchaser and Purchaser
hereby assumes all of the obligations of Seller arising under and relating to
such Participated Assets and this Agreement shall be deemed to be an agreement
for the outright assignment of such Participated Assets upon the effective date
of the relevant assignment agreement (each such date, an “Elevation Date”),
and the terms hereof shall be construed accordingly, mutatis mutandis.


 


17.           Survival of
Representations and Warranties. All representations and warranties
made herein by the parties hereto shall survive the execution, delivery and
performance of this Agreement.


 


18.           Relationship Between
Seller and Purchaser. The relationship between Seller and Purchaser
shall be that of seller and buyer and not that of debtor and creditor. Nothing
contained in this Agreement shall establish any fiduciary, partnership, joint
venture or similar relationship between or among the parties hereto. This
Agreement is intended to, and upon execution hereof and satisfaction or waiver
of the conditions precedent set forth herein shall, effect a true sale of the
Participation Interests.


 


19.           Entire Agreement.
This Agreement (a) embodies the entire Agreement between the parities,
supersedes all prior agreements and understandings between the parties, if any,
relating to the subject matter hereof, and may be amended, and any provision
hereof may be waived, only by an instrument in writing executed by each party
hereto, and (b) may be executed in any number of identical counterparts, each
of which shall be deemed an original for all purposes and all of which shall
constitute, collectively, one Agreement. Transmission by telecopier of an
executed counterpart of this Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart.



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[The remainder of the
page is intentionally blank.]



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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written by their respective duly authorized
officers.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  ARES CAPITAL CP
  FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Daniel F. Nguyen

  	
   

  
	
   

  	
   

  	
  Name: Daniel F.
  Nguyen

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  ARES CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Merritt S. Hooper

  	
   

  
	
   

  	
   

  	
  Name: Merritt S.
  Hooper

  
	
   

  	
   

  	
  Title:   Vice President

  




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EXHIBIT A


 


Loans


 


	
  Borrower

  	
   

  	
  Credit Agreement

  	
   

  	
  Tranche

  	
   

  	
  Aggregate

  Amount

  
	
  Qualitor Acquisition
  Corp. (First Lien)

  	
   

  	
  Credit Agreement dated as of December 21, 2004
  (as amended, amended and restated, supplemented or otherwise modified from
  time to time), among Transportation Aftermarket Enterpriser Inc., Qualitor
  Acquisition Corp., BLD Products, Ltd., Hebco Products, Inc., International
  Brake Industries, Inc., Longman Enterprises, Inc., McGuane Industries, Inc.,
  Novo Products Inc., Pylon Manufacturing Corp., Anstro Manufacturing, Inc.,
  Antares Capital Corporation, as agent for the benefit of all lenders, and the
  lenders who are parties thereto

  	
   

  	
  Term Loan B

  	
   

  	
  $1,975,000.00

  
	
  Qualitor Acquisition
  Corp. (Second Lien)

  	
   

  	
  Second Lien Credit Agreement dated as of
  December 21, 2004 (as amended, amended and restated, supplemented or
  otherwise modified from time to time), among Transportation Aftermarket
  Enterpriser Inc., Qualitor Acquisition Corp., BLD Products, Ltd., Hebco Products,
  Inc., International Brake Industries, Inc., Longman Enterprises, Inc.,
  McGuane Industries, Inc., Novo Products Inc., Pylon Manufacturing Corp.,
  Anstro Manufacturing, Inc., Antares Capital Corporation, as agent for the
  benefit of all lenders, and the lenders who are parties thereto

  	
   

  	
  Term Loan

  	
   

  	
  $5,000,000.00

  
	
  SMS Holdings, LLC

  	
   

  	
  Credit Agreement dated as of July 2, 2004 (as
  amended, amended and restated, supplemented or otherwise modified from time
  to time), among Shoes For Crews, LLC, Mighty Mat, LLC, SMS Holdings, LLC, the
  various financial institutions and other persons from time to time party
  thereto, Royal Bank of Canada, as administrative agent, The Bank Of New York,
  as syndication agent, Antares Capital Corporation, as documentation agent,
  and RBC Capital Partners, as arranger

  	
   

  	
  Term Loans

  	
   

  	
  $1,478,167.43

  
	
  Miller Heiman
  Acquisition Corp.

  	
   

  	
  Second Amended and Restated Credit Agreement dated
  as of June 1, 2005 (as amended, amended and restated, supplemented or
  otherwise modified from time to time), among Miller Heiman Inc., Miller
  Heiman Acquisition Corp., the lenders party thereto, and CIT Lending Services
  Corporation, as administrative agent and collateral agent, CIT Capital
  Securities LLC, as arranger, and any documentation agent designated in
  accordance with the terms thereof

  	
   

  	
  Term Loan A 

  

  Term Loan B

  	
   

  	
  $3,900,285.34

  

  

  $4,048,182.20 

  
	
  Canon Communications
  Merger Sub

  LLC

  	
   

  	
  Second Lien Credit Agreement dated as of May 31,
  2005 (as amended, amended and restated, supplemented or otherwise modified
  from time to time), among Canon Communications Merger Sub LLC, Canon
  Communications Holdings, LLC, the Subsidiary Guarantors (as defined therein),
  the Lenders (as defined therein), and Credit Suisse, Cayman Islands Branch,
  as collateral agent for the Secured Parties (as defined therein) and as
  administrative agent for the Lenders (as defined therein)

  	
   

  	
  Term Loans

  	
   

  	
  $12,000,000.00

  



 



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  Borrower

  	
   

  	
  Credit Agreement

  	
   

  	
  Tranche

  	
   

  	
  Aggregate

  Amount

  
	
  DCS Business Services,
  Inc.

  	
   

  	
  Amended and Restated Credit Agreement dated as of
  February 4, 2005 (as amended, amended and restated, supplemented or otherwise
  modified from time to time), among DCS Business Services, Inc., the financial
  institutions party thereto from time to time, Madison Capital Funding LLC, as
  agent and lead arranger, Key Bank National Association, as syndication agent
  and arranger, and Bank of America, N.A., as documentation agent

  	
   

  	
  Term A Loan 

  

  Term B Loan

  	
   

  	
  $5,242,026.40 

  

  

  $6,757,973.60

  
	
  Thermal Solutions LLC

  	
   

  	
  Amended and Restated Credit Agreement dated as of
  March 21, 2006 (as amended, amended and restated, supplemented or otherwise
  modified from time to time), among Thermal Solutions LLC, the financial
  institutions party thereto from time to time, Newstar Financial, Inc., as
  syndication agent, and Madison Capital Funding LLC, as agent

  	
   

  	
  Term A Loan 

  

  Term B Loan

  	
   

  	
  $1,750,000.00 

  

  

  $3,250,000.00

  
	
  Making Memories
  Wholesale, Inc.

  	
   

  	
  Credit Agreement dated as of May 6, 2005 (as
  amended, amended and restated, supplemented or otherwise modified from time
  to time), among Making Memories Wholesale, Inc., MMW Holdings Corp., the
  various financial institutions and other persons from time to time party
  thereto, The Royal Bank Scotland plc, as administrative agent, Ares Capital
  Corporation and The Royal Bank of Scotland plc, as joint lead arrangers, and
  Ares Capital Corporation, as documentation agent

  	
   

  	
  Term Loans

  	
   

  	
  $8,075,000.00

  
	
  Tiger III, Inc.

  	
   

  	
  Agreement dated October 4, 2004 (as amended, amended
  and restated, supplemented or otherwise modified from time to time), among
  Tiger III, Inc., the financial institutions listed therein as lenders, The
  Royal Bank of Scotland plc, as mandated lead arranger, agent, and security
  trustee

  	
   

  	
  Facility

  B

  

  Facility

  C

  	
   

  	
  $2,500,000.00 

  

  $5,000,000.00

  
	
  Varel International Acquisition, L.P.

  	
   

  	
  Credit and Guaranty Agreement dated as of June 1,
  2005 (as amended, amended and restated, supplemented or otherwise modified
  from time to time), among Varel International Acquisition, L.P., Varel GP
  Newco, LLC, Varel Holding, Inc., the lenders party thereto from time to time,
  The Royal Bank of Scotland plc, as sole lead arranger, administrative agent,
  and collateral agent, Freeport Loan Fund, LLC, as syndication agent, and Ares
  Capital Corporation, as documentations agent

  	
   

  	
  Tranche B Term
  Loans
 

  Tranche C Term Loans

  	
   

  	
  $8,600,422.93 

  

  

  $3,333,333.33

  
								



 



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