Common use of Scheduled Repayments; Mandatory Prepayments; Optional Prepayments Clause in Contracts

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least ten (10) Business Days prior written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction), prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be accompanied by all prepayment fees, exit fees and any other applicable fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the The outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Term Loan Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Administrative Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to 25,000 of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and2.8; (iii) unless Administrative Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering such asset), or such lesser portion as Administrative Agent shall elect to apply to the Obligations; and (iv) unless Administrative Agent shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt or issuance and sale of any Debt or equity securities (including, without limitation from the Qualified Initial Public Offering), an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Administrative Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Administrative Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Administrative Agent a reinvestment plan detailing such replacement or repair acceptable to Administrative Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Administrative Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Administrative Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, value provided that such proceeds are deposited into an account with Administrative Agent promptly upon receipt by such Borrower. All sums held by Administrative Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Administrative Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Administrative Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 and shall be accompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 25,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset DispositionDispositions), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt (other than Permitted Debt) or issuance and sale of any Debt or equity securities, an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise electPermitted Asset Dispositions) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and such sums may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 and shall be accompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (Ai) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth beginning on Schedule 2.1 attached heretoJune 30, 2021 and continuing on the last Business Day of each month thereafter, in monthly principal payments of $344,827. Notwithstanding the payment schedule set forth aboveforegoing, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (Bii) There Subject to the provisions of the MidCap Intercreditor Agreement, there shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (iA) Unless Agent Lender shall otherwise consent in writing, on the date on which any Credit Party (or Agent Lender as loss payee or assignee) receives any casualty proceeds in excess of $100,000 50,000 with respect to assets upon which Agent Lender maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent Lender shall elect to apply to the Obligations; (iiB) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans Term Loan by any Lender as provided for in Section 2.7; and2.5; (iiiC) unless Agent Lender shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset DispositionDispositions), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent Lender shall elect to apply to the Obligations; and (D) unless Lender shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt (other than Permitted Debt) or issuance and sale of any Debt or equity securities, an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Lender shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $50,000, but not to exceed $250,000 (other than with respect to Inventory and any real property, unless Agent Lender shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent Lender a reinvestment plan detailing such replacement or repair acceptable to Agent Lender in its reasonable discretion and (y) such proceeds are deposited into an account with Agent Lender promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise electPermitted Asset Dispositions) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent Lender promptly upon receipt by such Borrower. All sums held by Agent Lender pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and such sums may be commingled with the general funds of AgentLender. (iii) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Lender of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 and shall be accompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with the last sentence of this Section 2.1(a)(ii), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) without limiting Section 5.6(b), unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-out of pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such assetasset and any and all fees, costs, expenses and taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) 500,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least five (5) Business Days prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, that such prepayment shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Fee Letter or any Financing Document in connection with such prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the each Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds toward replacement or repair of damaged property pursuant to the last sentence of this Section 2.1(a)(ii)(B) within three (3) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such excess proceeds (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds in excess of $100,000 of any Asset Disposition received in the prior twelve (12) months with respect to assets upon which Agent maintained a Lien that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. ; (iv) upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations; (v) upon receipt by any Credit Party of any Specified Equity Contribution pursuant to Section 6.5, an amount equal to one hundred percent (100%) of such Specified Equity Contribution, or such lesser portion as Agent shall elect to apply to the Obligations; Notwithstanding the foregoing clause (i) and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 100,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) and less than $1,000,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described . (C) Borrowers may from time to time, with at least ten (10) Business Days prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in subsections (1) and (2) above whole or in part; provided, however, that each such partial prepayment shall be deemed additional collateral for in an amount equal to $1,000,000 or a higher integral multiple of $500,000; provided, further that such prepayment shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Obligations and may be commingled Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), to the extent that the aggregate amount of net cash proceeds received by all Credit Parties (and not paid to the Agent as a prepayment of the Loans) shall exceed, for all Asset Dispositions, $500,000 in any fiscal year, or such lesser portion as Agent shall elect to apply to the Obligations. ; and (iv) upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations; Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one three hundred eighty sixty (180360) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one three hundred eighty sixty (180360) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior written notice to Agent, prepay the Term Loan in whole but not in part; provided, that such prepayment shall be accompanied by any prepayment fees and exit fees required hereunder; provided, further that such notice may provide that it is conditioned upon the consummation of another financing or the consummation of a sale of equity interests, in which case, such notice may be revoked or extended by Borrowers if any such condition is not satisfied prior to the date of prepayment given in such notice.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan [***] in the following amounts and at the following times: (i) Unless Subject to the last paragraph of this clause (B), unless Agent shall otherwise consent in writing, on within [***] Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 [***] with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred [***] percent (100[***]%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) without limiting Section 5.6, unless Agent shall otherwise consent in writing, upon within [***] Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition (excluding Permitted Asset Dispositions) that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred [***] percent (100[***]%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. ; MidCap / Cerus / Credit, Security and Guaranty Agreement (Term Loan) \DC - 036639/000093 - 13934788 v5 202344533 v5 Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other [***] and less than with respect to Inventory and any real property, unless Agent shall otherwise elect) [***] may be used by Borrowers within one hundred eighty (180) [***] days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) [***] days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least [***] Business Days prior written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, that such prepayment shall be accompanied by any prepayment fees and exit fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (Ai) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled monthly payments as set forth equal to $50,000.00 each beginning on Schedule 2.1 attached heretoAugust 1, 2012 and continuing on the first day of each calendar month thereafter. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (Bii) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times:: CHICAGO/#2321168.11 (iii) (iA) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party Borrower (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with 25,000 for personal property, or the amount set forth in Section 9.3 for real property, in respect to of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and and, in the case of personal property, repayment of secured any permitted purchase money debt permitted under clause (c) of the definition of Permitted Debt and encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (iiB) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans Loan by any Lender as provided for in Section 2.7; and2.6; (iiiC) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party Borrower of the proceeds of any Asset Disposition that is asset disposition of personal property not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured any permitted purchase money debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: ; and (1D) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds any Borrower of personal property asset dispositions that are any revenues not made in the Ordinary Course of Business Business, an amount equal to one hundred percent (100%) of such revenues, or Permitted Asset Dispositions such lesser portion as Agent shall elect to apply to the Obligations. (iv) With at least thirty (30) days prior delivery to Agent of an appropriately completed Payment Notification, Borrowers may prepay the Loan in whole but not in part (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, mandatory partial prepayments required under this Agreement); provided, however, that any such proceeds are deposited into an account with Agent promptly upon receipt partial prepayment shall be accompanied by such Borrower. All sums held any prepayment fees required hereunder and under the Fee Letter. (v) Except as this Agreement may specifically provide otherwise, all prepayments of the Loan shall be applied by Agent pending reinvestment as described to the Obligations in subsections (1) and (2inverse order of maturity. The monthly payments required under Section 2.1(b)(i) above shall be deemed additional collateral continue in the same amount (for so long as the Obligations and may be commingled with Loan shall remain outstanding) notwithstanding any partial prepayment, whether mandatory or optional, of the general funds of AgentLoan.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations;; MidCap / EndoChoice / Term Credit and Security Agreement (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in a Permitted Asset Disposition (other than pursuant to clause (b) of the Ordinary Course of Business definition thereof) or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt or issuance and sale of any Debt, an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least thirty (30) days prior written notice, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be accompanied by any prepayment fees and exit fees required hereunder. MidCap / EndoChoice / Term Credit and Security Agreement

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 25,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds proceeds, if any, of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) unless Agent shall otherwise consent in writing, upon receipt by any Borrower of any extraordinary receipts or the proceeds from the incurrence of Debt or issuance and sale of any Debt or equity securities (except to the extent such receipts or proceed are used to fund, in whole or in part, the consideration for a Permitted Acquisition within six (6) months of such incurrence, sale or issuance), an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 and shall be accompanied by any prepayment fees required hereunder, including, without limitation, the Exit Fee pursuant to Section 2.2(f).

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 25,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition in excess of $25,000 that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. , Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 25,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 without premium or penalty.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There The Additional Term Loan Commitment shall terminate on the Termination Date. On such Termination Date, there shall become due and payabledue, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth abovepay, the entire outstanding principal amount of each Additional Term Loan, together with accrued and unpaid Obligations pertaining thereto incurred to, but excluding the Term Loan shall become immediately due and payable in full Termination Date; provided, however, that such payment is made not later than 12:00 Noon (Eastern time) on the Termination Date... (B) There shall become due and payable and Borrowers shall prepay the Additional Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 25,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition in excess of $25,000 that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 25,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 without premium or penalty.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the The outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Term Loan Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Administrative Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to 25,000 of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent shall elect to apply to the Obligations;; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and2.8; (iii) unless Administrative Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering such asset), or such lesser portion as Administrative Agent shall elect to apply to the Obligations; and (iv) unless Administrative Agent shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt or issuance and sale of any Debt or equity securities (including, without limitation from the Qualified Initial Public Offering), an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Administrative Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Administrative Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Administrative Agent a reinvestment plan detailing such replacement or repair acceptable to Administrative Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Administrative Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Administrative Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, value provided that such proceeds are deposited into an account with Administrative Agent promptly upon receipt by such Borrower. All sums held by Administrative Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Administrative Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Administrative Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 and shall be accompanied by any prepayment fees required hereunder. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to 350,000 (in the aggregate for all such proceeds in any fiscal year) of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent (with the consent of the Required Lenders) shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset DispositionDisposition (unless it is an Asset Disposition described in clause (z)(iv) of the definition of "Permitted Asset Dispositions", in which case it shall be subject the provisions of this Section 2.1(a)(ii)(B)(iii)), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses Credit and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent.Security Agreement 21

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (Ai) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (Bii) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (iA) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with the last sentence of this Section 2.1(a)(ii), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (iiB) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iiiC) without limiting Section 5.6(b), unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-out of pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such assetasset and any and all fees, costs, expenses and taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) 500,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (iii) Borrowers may from time to time, with at least five (5) Business Days prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, that such prepayment shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Fee Letter or any Financing Document in connection with such prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan each Tranche shall become immediately due and payable in full on the Termination DateDate with respect to such Tranche. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any net cash casualty proceeds in excess of One Million Dollars ($100,000 with respect to 1,000,000) (in the aggregate for all such proceeds in any fiscal year) of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent (with the consent of the Required Lenders) shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Credit and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent.Security Agreement 16

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the each Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds toward replacement or repair of damaged property pursuant to the last sentence of this Section 2.1(a)(ii)(B) within three (3) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such excess proceeds (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds in excess of $100,000 of any Asset Disposition received in the prior twelve (12) months with respect to assets upon which Agent maintained a Lien that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. ; (iv) upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations; MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Term Loan) Notwithstanding the foregoing clause (i) and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 100,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) and less than $1,000,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, ; provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described . (C) Borrowers may from time to time, with at least ten (10) Business Days prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in subsections (1) and (2) above whole or in part; provided, however, that each such partial prepayment shall be deemed additional collateral for the Obligations in an amount equal to $1,000,000 or a higher integral multiple of $500,000; provided, further that such prepayment shall be accompanied by all prepayment fees or other fees required hereunder and may be commingled any fees required under any Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (Ai) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled principal payments as set forth on Schedule 2.1 2.1(b) attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan Loan, together with all other then outstanding Obligations, shall become immediately due and payable in full on the Termination Date. (Bii) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (iA) Unless Agent shall Except as otherwise consent provided in writingSection 9.3, on no later than two (2) Business Days after the date on which any Credit Party Borrower (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to assets upon which Agent maintained a LienNet Casualty Proceeds, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty)Net Casualty Proceeds, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations;; CHICAGO/#2502765.12 (iiB) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans Loan by any Lender as provided for in Section 2.72.6; and (iiiC) unless Agent shall otherwise consent in writing, upon no later than two (2) Business Days after receipt by any Credit Party Borrower of the proceeds of any Asset Disposition that is not asset disposition of personal property (other than any such disposition (x) made in the Ordinary Course of Business Business, or (y) to the extent that pertains the aggregate value of such assets sold in any single transaction or related series of transactions is equal to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition$100,000 or less), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured any permitted purchase money debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may elect to deliver to Agent a notice that it intends to apply all or a portion of such net cash proceeds to reinvest in equipment or other productive assets of the general type used in the business of such Borrower within 270 days of such date of receipt, and such Borrower shall promptly and diligently apply such portion to such reinvestment purposes; provided, further, however, that to the extent that such net cash proceeds are deposited into not reinvested as provided above, Borrowers shall make an account additional prepayment of the Loan in an amount equal to such unapplied net cash proceeds. (iii) At any time with at least ten (10) Business Days prior delivery to Agent promptly upon receipt of an appropriately completed Payment Notification, Borrowers may prepay the Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that any such prepayment shall be accompanied by such Borrower. All sums held any prepayment and/or exit fees required under any Financing Document. (iv) Except as this Agreement may specifically provide otherwise, all prepayments of the Loan shall be applied by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for to the Obligations and may be commingled with in inverse order of maturity. The monthly payments required under Schedule 2.1(b) shall continue in the general funds same amount (for so long as the Loan shall remain outstanding) notwithstanding any partial prepayment, whether mandatory or optional, of Agentthe Loan.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth aboveon Schedule 2.1, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party Borrower (or Agent as loss payee or assignee) receives any cash casualty proceeds in excess of $100,000 with respect to 250,000 on assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses owing to a Person that are incurred by such Person in connection therewith and repayment of secured debt permitted under clause (c), (d) or (k) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party Borrower of the cash proceeds of any Asset Disposition or series of Asset Dispositions in excess of $250,000 in the aggregate in any calendar year that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a (x) Asset Dispositions among the Credit Parties, (y) dispositions permitted by Section 5.6(b)(ii), and (z) Permitted Asset DispositionTransfers), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of (x) any fees or out-of-pocket expenses and owing to a Person that are incurred by such Person in connection therewith, (y), repayment of secured debt permitted under clause clauses (c), (d) or (k) of the definition of Permitted Debt Indebtedness and encumbering such asset, and (z) any taxes paid or reasonably estimated by the applicable Borrower to be payable by such Person in respect of such Asset Disposition (provided, that if the actual amount of taxes paid is less than the estimated amount, the difference shall immediately constitute net cash proceeds and be payable hereunder), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used (or committed to be used) by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted such Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used (or committed to be used) by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, quality and utility (determined by Borrowers in their reasonable business judgment) provided that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be accompanied by any fees required under the Financing Documents (including the fees required under Section 2.2(d)). (D) Notwithstanding anything to the contrary contained herein (a) none of the indebtedness or obligations under the Affiliated Financing Documents may be prepaid in full or terminated without the simultaneous prepayment in full of all Obligations hereunder, and (b) any prepayment in full of the indebtedness under the Affiliated Financing Documents shall entitle Agent and/or Required Lenders to accelerate the maturity date of this Term Loan and declare all Obligations hereunder to be immediately due and payable.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (Ai) There shall become due and payable, and Borrowers shall repay the Closing Date Term Loan Tranche through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Closing Date Term Loan Tranche shall become immediately due and payable in full on the Termination Date. Upon the making of the Additional Term Loan Tranches, each scheduled payment commencing with the later of (x) first full Fiscal Quarter after the date that such Additional Term Loan Tranche is funded hereunder and (y) the first scheduled payment set forth on Schedule 2.1 attached hereto shall be increased by an amount equal to 3.3% of the original principal amount of such Additional Term Loan Tranche advanced to Borrowers; provided, further that the outstanding principal balance of the Additional Term Loan Tranche shall be repayable in full on the Termination Date. (Bii) There Subject to the provisions of the MidCap Intercreditor Agreement, there shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (iA) Unless Agent Lender shall otherwise consent in writing, on the date on which any Credit Party (or Agent Lender as loss payee or assignee) receives any casualty proceeds in excess of $100,000 25,000 with respect to assets upon which Agent Lender maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent Lender shall elect to apply to the Obligations; (iiB) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Term Loans by any Lender as provided for in Section 2.7; and; (iiiC) unless Agent Lender shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset DispositionDispositions), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent Lender shall elect to apply to the Obligations; and (D) unless Lender shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt (other than Permitted Debt) or issuance and sale of any Debt or equity securities, an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Lender shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent Lender shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent Lender a reinvestment plan detailing such replacement or repair acceptable to Agent Lender in its reasonable discretion and (y) such proceeds are deposited into an account with Agent Lender promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise electPermitted Asset Dispositions) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent Lender promptly upon receipt by such Borrower. All sums held by Agent Lender pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and such sums may be commingled with the general funds of AgentLender. (iii) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Lender of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 and shall be accompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and the Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the each Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent Subject to Borrower’s option to apply casualty proceeds in writingaccordance with this Section 2.1(a)(ii)(B)(i), on within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lienany Collateral, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Term Loans and related Obligations; provided that, so long as no Event of Default then exists, any such casualty proceeds in excess of $500,000 may instead be used by Borrowers within three hundred and sixty (360) days from the receipt of such proceeds to replace, repair, purchase or otherwise reinvest such proceeds in assets used or useful in the business of the Credit Parties; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party the termination of all Revolving Loan Commitments and the payment of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an then existing aggregate outstanding principal amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Revolving Loans, the aggregate outstanding Obligations in full; (net of out-of-pocket expenses and repayment of secured debt permitted under clause C) Borrowers may from time to time, with at least ten (c10) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: Business Days prior irrevocable written notice (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) which notice may be used by Borrowers within one hundred eighty (180conditioned on the closing of a refinancing or other applicable transaction) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement and Term Loan Servicer, prepay the Term Loans in whole or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerpart; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that (x) each such proceeds are deposited into prepayment (other than mandatory partial prepayments required under this Agreement) shall be in an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections amount equal to $5,000,000 (1or a higher integral multiple of $1,000,000) (or, if less, the outstanding principal balance of the Term Loans) and (2y) above each such prepayment shall be deemed additional collateral for made in accordance with Section 2.12, as applicable, and shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Obligations and may be commingled Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), to the extent that the aggregate amount of net cash proceeds received by all Credit Parties (and not paid to the Agent as a prepayment of the Loans) shall exceed, for all such Asset Dispositions, $500,000 in any fiscal year, or such lesser portion as Agent shall elect to apply to the Obligations. ; and (iv) upon the termination of all Revolving Loan Commitments and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations; Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace invest in assets that are used or repair any assets useful in respect of which such proceeds were paid the business or to otherwise reinvest in the Borrowers’ business, including contributions into working capital resources, so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent subject to Agent’s Lien promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new invest in assets that are used or replacement assets of comparable valueuseful in the business or to otherwise reinvest in the Borrowers’ business, including contributions into working capital resources. (A) Borrowers may from time to time, with at least five (5) Business Days’ prior written notice to Agent, prepay the Term Loan in whole but not in part; provided that such prepayment shall be accompanied by any prepayment fees and exit fees required hereunder; provided, however, further that such proceeds are deposited into an account with Agent promptly notice may provide that it is conditioned upon receipt by the consummation of another financing or the consummation of a sale of equity interests, in which case, such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and notice may be commingled with revoked or extended by Borrowers if any such condition is not satisfied prior to the general funds date of Agentprepayment given in such notice.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the each Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other and less than with respect to Inventory and any real property, unless Agent shall otherwise elect) $1,000,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable valueassets, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least ten (10) Business Days prior written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction), prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be accompanied by all Prepayment Fees, exit fees and any other applicable fees required hereunder or under any Fee Letter or other Financing Documents.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payablepayable in, and Borrowers shall repay the Term Loan through, monthly scheduled principal payments as set forth based on Schedule 2.1 attached heretoa thirty-six (36) month straight-line amortization schedule for each Draw, which principal payments for each Draw shall begin on the first (1st) day of the sixth full calendar month following the advance of such Draw (e.g., if a Draw is made on September 15, 2007, then principal payments for such Draw shall begin on March 1, 2008). Notwithstanding the payment schedule set forth above, on the Termination Date, there shall become due, and Borrower shall pay, the entire outstanding principal amount of the Term Loan shall become immediately due Loan, together with accrued and payable in full on the Termination Dateunpaid interest thereon. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt purchase money indebtedness permitted under clause (c) of the definition of Permitted Debt and encumbering Indebtedness with respect to the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent shall elect to apply to the Obligations;; and (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and. (iiiC) unless Borrowers may from time to time, with at least two (2) Business Days prior delivery to Administrative Agent shall otherwise consent of an appropriately completed Payment Notification, prepay the Term Loan in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is whole but not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 part (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowermandatory partial prepayments required under this Agreement); and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above prepayment shall be deemed additional collateral for the Obligations accompanied by any prepayment fees and may be commingled with the general funds of Agentexit fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There The Term Loans shall become due and payable, and Borrowers be payable on the first Business Day of the month immediately following the last day of each calendar quarter in the amounts indicated below (which amounts shall repay be reduced as a result of the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. application of any prepayments in accordance with this Section 2.1(a)(ii)): Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the each Term Loan in the following amounts and at the following times:times (in each case, or such later date as Agent may agree in its sole discretion): (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with this Section 2.1(a)(ii)(B)(i), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 1,000,000 with respect to assets upon which Agent maintained a Lienany Collateral, an amount equal to one hundred percent (100%) of such proceeds in excess of the aforementioned threshold (net of any Taxes and net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of constituting Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Term Loans and related Obligations; provided, that, so long as no Event of Default then exists, any such casualty proceeds in excess of $1,000,000 may instead be used by Borrowers within three hundred and sixty (360) days from the receipt of such proceeds to replace, repair, purchase or otherwise reinvest such proceeds in assets used or useful in the business of the Credit Parties; (ii) without limiting Section 5.6(b), unless Agent shall otherwise consent in writing, within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or otherwise does not constitute a Permitted Asset Disposition, an amount equal to one hundred percent (100%) of the net cash proceeds of such Asset Disposition (net of any Taxes and net of out-of-pocket expenses and repayment of secured debt constituting Permitted Debt and encumbering such asset and any and all fees, costs, expenses and Taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply to the Obligations; (iiiii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iiiiv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition any Specified Equity Contribution pursuant to Section 6.4, Borrowers shall, within three (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c3) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from Business Days after the receipt of such proceeds to replace or repair any assets net cash proceeds, prepay the Term Loans in respect of which such proceeds were paid so long as (x) prior an amount equal to the receipt of such proceedsCure Amount. (C) Borrowers may from time to time, Borrowers have delivered with at least three (3) Business Days’ prior notice to Agent a reinvestment plan detailing such replacement thereof, prepay the Term Loan in whole or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerpart; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that each such proceeds are deposited into prepayment shall be in an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections amount equal to $1,000,000 (1or a higher integral multiple of $250,000) (or, if less, the outstanding principal balance of the Term Loan) and (2) above shall be deemed additional collateral for accompanied by all prepayment fees or other fees required hereunder and any fees required under the Obligations and Fee Letter or any Financing Document in connection with such prepayment. For the avoidance of doubt, such prepayment notice may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be commingled with revoked by Borrower Representative (by written notice to Agent on or prior to the general funds of Agentspecified effective date) if such condition is not satisfied.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to 25,000 of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is asset disposition not made in the Ordinary Course of Business or that pertains not pertaining to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Inventory, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering such asset), or such lesser portion as Administrative Agent shall elect to apply to the Obligations; provided that, for the avoidance of doubt, in this Section 2.1(a)(ii)(B), “asset disposition” shall include any consideration, including up-front payments and royalties or licensing fees paid over time, received by any Credit Party in connection with any exclusive license entered into by such Credit Party as licensor with respect to any Intellectual Property of such Credit Party; and (iv) upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such Extraordinary Receipts, or such lesser portion as Administrative Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: , (1i) any such casualty proceeds in excess of an amount up to $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) ,1000,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Administrative Agent a reinvestment plan detailing such replacement or repair acceptable to Administrative Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Administrative Agent promptly upon receipt by such Borrower; Borrower and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that value so long as such proceeds are deposited into an account with Administrative Agent promptly upon receipt by such BorrowerBorrower (provided that, nothing contained in the foregoing shall be deemed under any circumstances to constitute a consent by Administrative Agent and/or any Lender regarding any such asset dispositions not made in the Ordinary Course of Business which is not otherwise permitted under the terms of this Agreement nor to establish any expectation or course of dealing or conduct binding upon Administrative Agent and/or any Lender that any such consent with respect to any such asset dispositions not made in the Ordinary Course of Business not otherwise permitted under the terms of this Agreement be given). All sums held by Administrative Agent pending reinvestment as described in subsections (1) and (2) above the foregoing sentence shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Administrative Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Administrative Agent of an appropriately completed Payment Notification, prepay any advance(s) under Term Loan in whole or in part; provided, however, that each such prepayment shall be accompanied by any Prepayment Fees and Exit Fees required hereunder and that each such partial prepayment must be in a minimum amount of at least $5,000,000.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless unless Agent shall otherwise consent in writing, on no later than ten (10) Business Days following the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds Net Cash Proceeds in excess of $100,000 1,000,000 in connection with any casualty event with respect to assets upon which Agent maintained a Lienconstitute Collateral, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty)Net Cash Proceeds, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, upon receipt by no later than ten (10) Business Days following the date on which any Credit Party of the proceeds of receives any Net Cash Proceeds from any Asset Disposition that is not permitted by this Agreement or made in pursuant to clause (j) of the Ordinary Course definition of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds Net Cash Proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset)Asset Disposition, or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) if Borrower shall fail (for any reason, including the failure to satisfy any condition in Section 7.2) to have borrowed the Term Loan Tranche 2 in full in accordance with the terms of this Agreement by the Term Loan Tranche 2 Commitment Termination Date, Borrower shall prepay the aggregate outstanding Obligations in full by the date that is ten (10) Business Days after the Term Loan Tranche 2 Commitment Termination Date. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such Net Cash Proceeds from a casualty proceeds event or from an Asset Disposition, in each case, in excess of $250,000 1,000,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may instead be used by Borrowers within one three hundred eighty and sixty (180360) days from the receipt of such proceeds to replace replace, repair, purchase or repair any assets in respect of which otherwise reinvest such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement in assets used or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made useful in the Ordinary Course business of Business the Credit Parties (including pursuant to a Permitted Acquisition or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable valueInvestment), provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations Obligations. (C) Borrowers may from time to time, with at least five (5) Business Days’ prior notice to Agent thereof, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $1,000,000 (or a higher integral multiple of $250,000) (or, if less, the outstanding principal balance of the Term Loan) and may shall be commingled accompanied by all prepayment fees or other fees required hereunder and any fees required under the Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayment.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition (excluding Permitted Asset Dispositions other than those conducted in reliance of clause (k) of the definition thereof) that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; (iv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary cash receipts or the cash proceeds from the incurrence of Debt, an amount equal to one hundred percent (100%) of such net cash proceeds (net of reasonable out-of-pocket expenses), or such lesser portion as Agent shall elect to apply to the Obligations; and (v) upon the termination of all Revolving Loan Commitments and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerdiscretion; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) or constituting a Permitted Asset Disposition (other than under clause (k) of the definition thereof) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value. (C) Borrowers may from time to time, with at least ten (10) Business Days’ prior written notice to Agent, prepay the Term Loan in whole but not in part; provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above prepayment shall be deemed additional collateral for the Obligations accompanied by any prepayment fees and may be commingled with the general funds of Agentexit fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a excluding Permitted Asset DispositionDispositions), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided, that no prepayment shall be required pursuant to this Section 2.1(a)(iii)(B) subpart (iii) unless and until the aggregate net cash proceeds received during any Fiscal Year from Asset Dispositions exceeds $500,000 (in which case all net cash proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.1(a)(iii)(B) subpart (iii)). Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 and less than $2,500,000 (other than with respect to Inventory and any real property, unless Agent as to which there shall otherwise electbe no limit on the use of such proceeds pursuant to this Section) may be used by Borrowers within one hundred eighty (1801) days year from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (1801) days year from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least ten (10) Business Days’ prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to the lesser of (x) $5,000,000 (or a higher integral multiple of $1,000,000) and (y) the aggregate outstanding Obligations hereunder; and provided, further, that each such prepayment shall be accompanied by any prepayment fees and other applicable fees and amounts required hereunder or any Fee Letter or other Financing Document.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with the last sentence of this Section 2.1(a)(ii), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) without limiting Section 5.6(b), unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other greater than a Permitted Asset Disposition)$1,000,000, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-out of pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such assetasset and any and all fees, costs, expenses and taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) 500,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least five (5) Business Days prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in whole by tranche but not in part (other than mandatory partial prepayments required under this Agreement); provided, that such prepayment shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Fee Letter or any Financing Document in connection with such prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (Ai) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 2.1(b) attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan Loan, together with all other Obligations, shall become immediately due and payable in full on the Termination Date. For purposes of clarity, only interest payments will be due until the Amortization Payments set forth on Schedule 2.1(b) become due and payable. (Bii) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (iA) Unless Agent shall Except as otherwise consent provided in writingSection 9.3, on the date on which any Credit Party Borrower (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to assets upon which Agent maintained a LienCasualty Proceeds, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty)Casualty Proceeds, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations;Obligations in each case without penalty or premium or Prepayment Fee; and (iiB) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans Loan by any Lender as provided for in Section 2.7; and2.6. (iiiC) unless except as otherwise approved by Agent shall otherwise consent in writingwriting in its reasonable discretion, upon receipt by any Credit Party Borrower of the proceeds of any Asset Disposition that is asset disposition of personal property in excess of $100,000 not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured any permitted purchase money debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long ; (D) upon receipt by any Borrower of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such Extraordinary Receipts, or such lesser portion as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds elect to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior apply to the receipt of such proceeds, Borrowers have delivered to Obligations; and (E) except as otherwise approved by Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in writing in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly discretion, upon receipt by such Borrower; and (2) proceeds any Borrower of personal property asset dispositions that are any revenues not made in the Ordinary Course of Business in excess of $100,000, an amount equal to one hundred percent (100%) of such revenues, or Permitted Asset Dispositions such lesser portion as Agent shall elect to apply to the Obligations. (iii) Subject to the terms of Section 2.2(d) below and with at least ten (10) days prior delivery to Agent of an appropriately completed Payment Notification (which may be revoked by Borrower at any time), Borrowers may prepay the Loan in whole but not in part (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, mandatory partial prepayments required under this Agreement); provided, however, that any such proceeds are deposited into an account with Agent promptly partial prepayment shall be accompanied by any prepayment fees required hereunder and any fees due pursuant to the Fee Letter, and upon receipt by such Borrower. All sums held a prepayment in full (but not a partial prepayment), Lenders’ commitment to make any advances will terminate. (iv) Except as this Agreement may specifically provide otherwise, all prepayments of the Loan shall be applied by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for to the Obligations and may be commingled with in inverse order of maturity. The monthly payments required under Schedule 2.1(b) shall continue in the general funds same amount (for so long as the Loan shall remain outstanding) notwithstanding any partial prepayment, whether mandatory or optional, of Agentthe Loan.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with the last sentence of this Section 2.1(a)(ii), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b), unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other greater than a Permitted Asset Disposition)$1,000,000, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-out of pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such assetasset and any and all fees, costs, expenses and taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply to the Obligations. ; and Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) 500,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, ; provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least five (5) Business Days prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in whole or in part; provided, however, that (x) each such prepayment (other than mandatory partial prepayments required under this Agreement) shall be in an amount equal to $5,000,000 (or a higher integral multiple of $1,000,000) (or, if less, the outstanding principal balance of the Term Loan) and (y) each such prepayment shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Fee Letter or any Financing Document in connection with such prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 1,000,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations;; and (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 1,000,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least fifteen (15) days prior written notice to Agent, prepay the Term Loan in whole but not in part; provided, however, that each such prepayment shall be accompanied by any prepayment and exit fees required under the Financing Documents.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan Loans in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition in excess of $250,000 in any fiscal year that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. ; (iv) if Borrower or any of its Subsidiaries enters into any Permitted License pursuant to clause (e)(ii) of the definition thereof, Borrower shall prepay the Term Loans in an amount equal to the greater of (x) fifty (50%) of the aggregate upfront consideration received by Borrower in connection with its entering into such license and (y) thirty-five percent (35%) of the aggregate outstanding principal balance of the Term Loans on the date Borrower enters into such license; provided that in no event shall the prepayment required to be made by Borrower pursuant to this Section 2.1(a)(ii)(B)(iv) with respect to any single Permitted License exceed (x) an amount equal to fifty percent (50%) of the aggregate outstanding principal balance of the Term Loans on the date Borrower enters into such Permitted License or (y) the aggregate upfront consideration recorded by Borrower in connection with entering into such Permitted License; Notwithstanding clause (B)(i) and (B)(iii) above, respectively, the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one two hundred eighty seventy (180270) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399 detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerrepair; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one two hundred eighty seventy (180270) days from the receipt of such proceeds to purchase new or replacement assets of comparable value; and (C) Borrowers may from time to time, with at least five (5) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described prepayment (other than a prepayment in subsections (1whole) and (2) above shall be deemed additional collateral for the Obligations in an amount equal to $1,000,000 or a higher integral multiple of $1,000,000 and may shall be commingled with the general funds of Agentaccompanied by any applicable fees, as set forth in Section 2.2 or any Fee Letter.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan [***] in the following amounts and at the following times: (i) Unless Subject to the last paragraph of this clause (B), unless Agent shall otherwise consent in writing, on within [***] Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 [***] with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred [***] percent (100[***]%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; andand MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Term Loan) (iii) without limiting Section 5.6, unless Agent shall otherwise consent in writing, upon within [***] Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition (excluding Permitted Asset Dispositions) that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred [***] percent (100[***]%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. ; Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other [***] and less than with respect to Inventory and any real property, unless Agent shall otherwise elect) [***] may be used by Borrowers within one hundred eighty (180) [***] days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) [***] days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least [***] Business Days prior written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, that such prepayment shall be accompanied by any prepayment fees and exit fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and the Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the each Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with this Section 2.1(a)(ii)(B)(i), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lienany Collateral, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and MidCap / Apyx Medical / Credit, Security and Guaranty Agreement repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Term Loans and related Obligations; provided that, so long as no Event of Default then exists, any such casualty proceeds in excess of $250,000 and less than $2,000,000 may instead be used by Borrowers within three hundred and sixty (360) days from the receipt of such proceeds to replace, repair, purchase or otherwise reinvest such proceeds in assets used or useful in the business of the Credit Parties; (ii) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition (other than a Permitted Asset Disposition) that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and. (iiiC) unless Agent shall otherwise consent in writingBorrowers may from time to time, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of with at least ten (10) Business or that pertains to any Collateral upon Days prior irrevocable written notice (which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) notice may be used by Borrowers within one hundred eighty (180conditioned on the closing of a refinancing or other applicable transaction) days from to Agent, prepay the receipt of such proceeds to replace Term Loans in whole or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerpart; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that (x) each such proceeds are deposited into prepayment (other than mandatory partial prepayments required under this Agreement) shall be in an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections amount equal to $5,000,000 (1or a higher integral multiple of $1,000,000)(or if less, the outstanding principal balance of the Term Loan), (y) and no more than two (2) above partial prepayments of Term Loans (other than mandatory partial prepayments required under this Agreement) may be made during the term of this Agreement and (z) each such prepayment shall be deemed additional collateral for made in accordance with Section 2.12 and shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Obligations and may be commingled Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayment.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds (which, for the avoidance of doubt, shall not include any proceeds received by any Credit Party from insurance claims paid in respect of any judgments or settlements of claims for monetary damages) in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition to the extent not made in the Ordinary Course of Business or to the extent received with respect to Collateral upon which a Borrowing Base is calculated (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real propertyInventory, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to or promptly after the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt a Deposit Account covered by such Borrowera Deposit Account Control Agreement; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account covered by a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by . (C) Borrowers may from time to time, with at least thirty (30) days prior delivery to Agent pending reinvestment as described of an appropriately completed Payment Notification, prepay the Term Loan in subsections whole or in part; provided, however, that (1) each such prepayment (other than a prepayment in whole) shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000 and shall be accompanied by any prepayment fees required hereunder, (2) above each such Payment Notification shall be deemed additional collateral for irrevocable and (3) there shall be no more than two (2) partial prepayments of the Obligations and may be commingled with Term Loan allowed during the general funds term of Agentthis Agreement.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (Ai) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the The outstanding principal amount of the Term Loan Loans shall become immediately due and payable in full on the Termination Date, together with all fees required hereunder and any fees under the Fee Letter, the Agency Fee Letter or any other Financing Document in connection with such payment. The Term Loans shall not be subject to amortization prior to the Termination Date. (Bii) There shall become due and payable and Borrowers shall prepay the Term Loan Loans in the following amounts and at the following times; provided, that such prepayment shall be accompanied by all prepayment fees and any other fees required hereunder and any fees required under the Fee letter, the Agency Fee Letter or any other Financing Document in connection with such prepayments; provided that any fees required to be paid under the Fee Letter shall be paid directly to the applicable parties thereto and not through the Agent: (iA) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with this Section 2.1(a)(ii)(B)(i), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lienany Collateral, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent (acting at the written direction of the Required Lenders) shall elect to apply to the Term Loans and related Obligations; provided that, so long as no Event of Default then exists, any such casualty proceeds in excess of $250,000 and less than $2,000,000 may instead be used by Borrowers within three hundred and sixty (360) days from the receipt of such proceeds to replace, repair, purchase or otherwise reinvest such proceeds in assets used or useful in the business of the Credit Parties; (iiB) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition (A) that is not made in the Ordinary Course of Business, (B) is made in reliance on clause (j), (k) or (l) of the definition of Permitted Asset Disposition, or (C) is made in reliance on clause (b) of the definition of Permitted License, an amount equal to one hundred percent (100%) of the net cash proceeds of such Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent (acting at the written direction of the Required Lenders) shall elect to apply to the Obligations provided that, so long as no Event of Default then exists, any such proceeds may instead be used by the Credit Parties within three hundred and sixty (360) days from the receipt of such proceeds to replace, repair, purchase or otherwise reinvest such proceeds in assets used or useful in the business of the Credit Parties (including Permitted Acquisitions, other Permitted Investments and tangible or intangible assets used or useful in the business of the Credit Parties); and (C) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent Borrowers may from time to time, with at least three (3) Business Days’ prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is whole but not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 part (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowermandatory partial prepayments required under this Agreement); and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above prepayment shall be deemed additional collateral for accompanied by all prepayment fees and any other fees required hereunder and any fees required under the Obligations Fee Letter, the Agency Fee Letter or any other Financing Document in connection with such prepayments; provided that any fees required to be paid under the Fee Letter shall be paid directly to the applicable parties thereto and may be commingled with not through the general funds of Agent.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on within five (5) Business Days of the date on which any Credit Party (or Agent as loss MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition (excluding Permitted Asset Dispositions) that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition in excess of $500,000 (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans (as defined in the Affiliated Credit Agreement), the aggregate outstanding Obligations; provided that no prepayment shall be required under this clause (iv) unless the Additional Tranche (as defined in the Affiliated Credit Agreement) has been activated in accordance with the terms of the Affiliated Credit Agreement. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) and less than $1,000,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described . (C) Borrowers may from time to time, with at least ten (10) Business Days prior written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction), prepay the Term Loan in subsections whole but not in part (1) and (2) above other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be deemed additional collateral for the Obligations accompanied by all Prepayment Fees, Exit Fees and may be commingled with the general funds of Agent.any other applicable fees required hereunder. MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, on the Termination Date, there shall become due, and Borrower shall pay, the entire outstanding principal amount of the Term Loan shall become immediately due Loan, together with accrued and payable in full on the Termination Dateunpaid interest thereon. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to 1,000,000 annually of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses expenses, any taxes due and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent (with the consent of the Required Lenders) shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing clause (a)(ii)(B)(i) and so long as no Event of Default or Default then exists: (1) has occurred and is continuing, any such casualty proceeds in excess of the $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) 1,000,000 threshold above may be used used, or contractually committed to be used, by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Administrative Agent a reinvestment plan detailing such replacement or repair acceptable to Administrative Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Administrative Agent promptly upon receipt by such Borrower. All sums held by Administrative Agent pending reinvestment as described in subsections (1) and (2) above the foregoing shall be deemed additional collateral Collateral for the Obligations and may be commingled with the general funds of Administrative Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Administrative Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be accompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth aboveon Schedule 2.1, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on within two (2) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any Net Cash Proceeds from any casualty proceeds event in excess of Five Hundred Thousand Dollars ($100,000 500,000) with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty)Net Cash Proceeds, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; (iii) unless Agent shall otherwise consent in writing, within two (2) Business Days of receipt by any Credit Party of the Net Cash Proceeds in excess of Five Hundred Thousand Dollars ($500,000) of any Asset Disposition (other than any Permitted Asset Disposition described in clauses (a), (c), (d) (to the extent the Agent does not require prepayment of such approved Asset Disposition), and (f) through (o) of such definition), an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition, or such lesser portion as Agent shall elect to apply to the Obligations; and (iiiiv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any Net Cash Proceeds from the proceeds incurrence of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case Debt other than a Permitted Asset Disposition)Debt, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the ObligationsNet Cash Proceeds. Notwithstanding the foregoing and so long as no Default or Event of Default or Default then exists: (1) any such Net Cash Proceeds required to be prepaid in respect of casualty proceeds in excess of $250,000 events or Asset Dispositions under clauses (other than with respect to Inventory i) and any real property, unless Agent shall otherwise elect(iii) above may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds (or actually applied within 270 days of receipt if such proceeds are committed within such 180-day period to be a applied to a binding agreement) to replace or repair any assets in respect of which such proceeds were paid or reinvest such proceeds to purchase new or replacement assets so long as (x) prior to promptly upon the receipt of such proceeds, Borrowers have delivered to Agent a notice of such replacement, repair or reinvestment plan detailing of such replacement or repair acceptable to Agent in its reasonable discretion proceeds and (y) such proceeds are deposited into an a deposit account with subject to a Deposit Account Control Agreement in favor of the Agent promptly upon receipt by pending such Borrowerreinvestment; and (2) proceeds of personal property asset dispositions provided, further that any such Net Cash Proceeds that are not made so applied within such 180-day period (or 270-day period as applicable), shall be immediately paid to the Agent to be applied as a prepayment of the Term Loans. (C) Borrowers may from time to time, with at least ten (10) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay 257619867 v8 the Term Loan in whole or in part, but in an minimum principal amount of not less than Five Million Dollars ($5,000,000) (or, if less, the Ordinary Course outstanding principal amount of Business the Term Loan) or Permitted Asset Dispositions any multiple thereof (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, mandatory partial prepayments required under this Agreement); provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above prepayment shall be deemed additional collateral for accompanied by all accrued interest in respect of the Obligations amounts prepaid, any prepayment fees required hereunder and may be commingled any fee required under the Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayment.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i1) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 1,000,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of anticipated taxes, out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii2) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii3) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case Business, other than a Asset Dispositions constituting Permitted Asset DispositionDispositions under clauses (d), (k) or (m) of such definition, in excess of $1,000,000, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of taxes, out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; (4) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any proceeds from the incurrence of Debt that is not Permitted Debt or equity securities issued to pay the Cure Amount, an amount equal to one hundred percent (100%) of such Debt or equity securities or such lesser portion as Agent shall elect to apply to the Obligations; and (5) Upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Financing Documents) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1y) any such casualty proceeds in excess of $250,000 1,000,000 (other than with respect to Inventory and any real propertyproperty encumbered by a Lien in favor of Agent, unless Agent shall otherwise elect) within one hundred eighty (180) days (or such longer period as Agent may agree in its reasonable discretion) from the receipt of such proceeds to purchase new or replacement assets so long as such proceeds are deposited into an account that is subject to a Deposit Account Control Agreement or Securities Account Control Agreement; and (z) proceeds of Asset Dispositions described in clause (3) above may be used by Borrowers within one hundred eighty (180) days from the receipt of (or such proceeds to replace or repair any assets in respect of which such proceeds were paid so long longer period as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent may agree in its reasonable discretion and (ydiscretion) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable valueassets, provided, however, that such proceeds are deposited into an account that is subject to a Deposit Account Control Agreement or Securities Account Control Agreement. (C) Borrowers may from time to time, with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and at least two (2) above Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agentaccompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. MidCap / Sientra / Second A&R Credit and Security Agreement (Term) Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business and that is not a Permitted Asset Disposition (other than any Permitted Asset Disposition pursuant to clause (g) of the definition thereof) or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition in excess of $50,000 (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) upon the termination of all Revolving Loan Commitments and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly MidCap / Sientra / Second A&R Credit and Security Agreement (Term) upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least ten (10) Business Days’ prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that (I) each such prepayment shall be in an amount equal to the lesser of (x) $5,000,000 (or a higher integral multiple of $500,000) and (y) the aggregate outstanding Obligations hereunder and (II) there shall be no more than two (2) voluntary partial prepayments during the term of this Agreement; and provided, further, that each such prepayment shall be accompanied by all prepayment fees, exit fees and any other applicable fees required under the Financing Documents.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with the last sentence of this Section 2.1(a)(ii), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lienany Collateral, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; provided that, so long as no Event of Default then exists, any such casualty proceeds in excess of $500,000 and less than $2,500,000 may instead be used by Borrowers within three hundred and sixty (360) days from the receipt of such proceeds to replace, repair, purchase or otherwise reinvest such proceeds in assets used or useful in the business of the Credit Parties; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b), unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not permitted by this Agreement or made in pursuant to clause (i) of the Ordinary Course definition of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-out of pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such assetasset and any and all fees, costs, expenses and taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: ; and (1C) any such casualty proceeds in excess of $250,000 Borrowers may from time to time, with at least five (other than with respect to Inventory and any real property, unless Agent shall otherwise elect5) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) Business Days’ prior to the receipt of such proceeds, Borrowers have delivered notice to Agent a reinvestment plan detailing such replacement thereof, prepay the Term Loan in whole or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerpart; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that (x) each such proceeds are deposited into prepayment (other than mandatory partial prepayments required under this Agreement) shall be in an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections amount equal to $5,000,000 (1or a higher integral multiple of $1,000,0000)(or if less, the outstanding principal balance of the Term Loan) and (2y) above each such prepayment shall be deemed additional collateral for made in accordance with Section 2.12 and shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Obligations and may be commingled Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayment.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date.. MidCap / Xtant / Credit, Security and Guaranty Agreement (Term Loan) (B) There shall become due and payable and Borrowers shall prepay the each Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds toward replacement or repair of damaged property pursuant to the last sentence of this Section 2.1(a)(ii)(B) within three (3) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such excess proceeds (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds in excess of $100,000 of any Asset Disposition received in the prior twelve (12) months with respect to assets upon which Agent maintained a Lien that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. ; (iv) upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations; (v) upon receipt by any Credit Party of any Specified Equity Contribution pursuant to Section 6.5, an amount equal to one hundred percent (100%) of such Specified Equity Contribution, or such lesser portion as Agent shall elect to apply to the Obligations; Notwithstanding the foregoing clause (i) and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 100,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) and less than $1,000,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described MidCap / Xtant / Credit, Security and Guaranty Agreement (Term Loan) (C) Borrowers may from time to time, with at least ten (10) Business Days prior irrevocable written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in subsections (1) and (2) above whole or in part; provided, however, that each such partial prepayment shall be deemed additional collateral for in an amount equal to $1,000,000 or a higher integral multiple of $500,000; provided, further that such prepayment shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Obligations and may be commingled Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayments.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition in excess of $250,000 in any fiscal year that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; MidCap / Aptevo Therapeutics / Credit and Security Agreement (iv) if Borrower or any of its Subsidiaries enters into any Permitted License pursuant to clause (e) of the definition thereof, unless Agent shall otherwise consent in writing (in its sole discretion), on the date such Permitted License is entered into, Borrower shall prepay the Term Loans in an amount equal the aggregate upfront consideration received or deemed received by or on behalf of Borrowers or its Subsidiaries under or in connection with entering into such Permitted License; (v) on the date on which any Permitted Royalty Stream Disposition is consummated, Borrower shall prepay the Term Loan in the following amounts: (A) with respect to the first Permitted Royalty Stream Disposition to occur after the Closing Date (the Royalty Stream that is the subject of such Permitted Royalty Stream Disposition being, the “First Sold Royalty Stream”) and for any subsequent Permitted Royalty Stream Disposition in respect of the First Sold Royalty Stream, an amount equal to the lesser of (x) $20,000,000 and (y) the total amount of nonrefundable upfront consideration paid or payable in connection with such Permitted Royalty Stream Disposition net of all out-of-pocket expenses of Borrower with respect thereto, including any Taxes; provided that in no event shall the Borrowers be required to prepay the Term Loans in an aggregate amount greater than $20,000,000 pursuant to this clause (A), and (B) with respect to any Permitted Royalty Stream Disposition in respect of any Royalty Stream other than the First Sold Royalty Stream, an amount sufficient to pay all the Obligations in cash in full ((A) and (B), collectively, the “Mandatory Royalty Stream Disposition Prepayment”). By way of example and for the avoidance of doubt, if the First Sold Royalty Stream is the IXINITY Royalty Stream, Borrowers shall be required to pay all the Obligations in full pursuant to clause (v)(B) above on the first date that any Permitted Royalty Stream Disposition in respect of the Ruxience Royalty Stream occurs; and (vi) commencing with the calendar quarter ending on June 30, 2021 and for each calendar quarter ending thereafter, Borrower shall, by the date that is forty-five (45) days following the last day of each such calendar quarter, prepay the Term Loan in an amount equal to 100% of the Royalties received (or deemed received) by or on behalf of Borrowers or any of their Subsidiaries during such calendar quarter, including all amounts received in respect of the Ruxience Royalty Stream and the IXINITY Royalty Stream, up to a cap of $2,500,000 for each such calendar quarter; provided that no prepayments shall be required pursuant to this clause (vi) if, at any time, the aggregate outstanding principal balance of the Term Loans has been reduced to an amount equal to or less than $5,000,000 as a result of Borrower making a prepayment pursuant to clause (v)(A) above (each such prepayment a “Mandatory Excess Royalty Payment”). Notwithstanding clause (B)(i) and (B)(iii) above, respectively, the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one two hundred eighty seventy (180270) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerrepair; and (2) proceeds of personal property asset dispositions (other than, for the avoidance of doubt, any Permitted Royalty Stream Dispositions) that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one two hundred eighty seventy MidCap / Aptevo Therapeutics / Credit and Security Agreement (180270) days from the receipt of such proceeds to purchase new or replacement assets of comparable value; and (C) Borrowers may from time to time, with at least five (5) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described prepayment (other than a prepayment in subsections (1whole) and (2) above shall be deemed additional collateral for the Obligations in an amount equal to $1,000,000 or a higher integral multiple of $1,000,000 and may shall be commingled with the general funds of Agentaccompanied by any applicable fees, as set forth in Section 2.2 and/or in each Fee Letter.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times:: MidCap / Sientra / A&R Credit and Security Agreement (Term) \DC - 036639/000049 - 14173176 v11 (i) Unless Agent shall otherwise consent in writing, on within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business and that is not a Permitted Asset Disposition (other than any Permitted Asset Disposition pursuant to clause (g) of the definition thereof) or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition in excess of $50,000 (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) upon the termination of all Revolving Loan Commitments and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. MidCap / Sientra / A&R Credit and Security Agreement (Term) \DC - 036639/000049 - 14173176 v11 (C) Borrowers may from time to time, with at least ten (10) Business Days’ prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that (I) each such prepayment shall be in an amount equal to the lesser of (x) $5,000,000 (or a higher integral multiple of $500,000) and (y) the aggregate outstanding Obligations hereunder and (II) there shall be no more than two (2) voluntary partial prepayments during the term of this Agreement; and provided, further, that each such prepayment shall be accompanied by all prepayment fees, exit fees and any other applicable fees required under the Financing Documents.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on subject to Borrower’s option to apply casualty proceeds in accordance with the last sentence of this Section 2.1(a)(ii), within five (5) Business Days of the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lienany Collateral, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses expenses, applicable taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; provided that, so long as no Event of Default then exists, any such casualty proceeds in excess of $500,000 and less than $10,000,000 may instead be used by Borrowers within three hundred and sixty (360) days from the receipt of such proceeds to replace, repair, purchase or otherwise reinvest such proceeds in assets used or useful in the business of the Credit Parties (including pursuant to a Permitted Acquisition or other Investment); (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b), unless Agent shall otherwise consent in writing, upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any Asset Disposition that is not permitted by this Agreement or made in pursuant to clause (i) of the Ordinary Course definition of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-out of pocket expenses expenses, applicable taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such assetasset and any and all fees, costs, expenses and taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding ; and (iv) upon the foregoing termination of the Revolving Loan Commitment and so long as no Event the payment of Default or Default the then exists: existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations in full; (1C) any such casualty proceeds in excess of $250,000 Borrowers may from time to time, with at least five (other than with respect to Inventory and any real property, unless Agent shall otherwise elect5) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) Business Days’ prior to the receipt of such proceeds, Borrowers have delivered notice to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent thereof, prepay the Term Loan in its reasonable discretion and whole (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerbut not in part); and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above prepayment shall be deemed additional collateral for made in accordance with Section 2.12 and shall be accompanied by all prepayment fees or other fees required hereunder and any fees required under the Obligations and may be commingled Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayment.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the principal amount of the Term Loan through, scheduled payments Loans as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth aboveon Schedule 2.1, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable payable, and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which within five (5) Business Days after any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds Net Cash Proceeds from Casualty Events in excess of $100,000 with respect to assets upon which Agent maintained a Lien10,000,000 in any Fiscal Year, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty)Net Cash Proceeds, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Term Loans by any Term Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon within five (5) Business Days after receipt by any Credit Party of the proceeds Net Cash Proceeds in excess of $10,000,000 in any Fiscal Year from any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a excluding Permitted Asset DispositionDispositions made pursuant to clauses (a) through (m) of the definition thereof), an amount equal to one hundred percent (100%) of the net cash proceeds Net Cash Proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset)Asset Disposition, or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) upon the termination of all Revolving Loan Commitments and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: , (1a) any such casualty proceeds in excess of $250,000 Net Cash Proceeds (other than with respect to Inventory and any real property, unless Agent shall otherwise elector portion thereof) received by a Credit Party may be used reinvested by Borrowers any Credit Party within one three hundred eighty sixty five (180365) days from the receipt of such Net Cash Proceeds (or within five hundred forty five (545) days from the receipt if such Person enters a legally binding commitment to reinvest such proceeds within three hundred sixty five (365) days from the receipt) to replace or repair any assets in respect of which such proceeds were paid or to purchase equipment and other assets useful to the business and to make Permitted Acquisitions, so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; Person and (2b) proceeds of personal property asset dispositions that are not made to the extent so reinvested (or committed for reinvestment) in accordance with clause (a), such amounts subject to reinvestment (or committed for reinvestment) shall be excluded in the Ordinary Course determination of Net Cash Proceeds for purposes of clause (B)(i) and (B)(iii) above. (C) Borrowers may from time to time, with at least three (3) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, in part; provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above partial prepayment shall be deemed additional collateral for in an amount equal to $1,000,000 or a higher integral multiple of $500,000 and shall be accompanied by any prepayment fees required hereunder; provided, further, that a Payment Notification in connection with any optional prepayment made pursuant to and in accordance with this Section 2.1(a)(iii)(C) of the Obligations and Term Loan in whole may be commingled with state that such Payment Notification is conditioned upon the general funds consummation of Agentany refinancing or other transaction, the consummation of which is intended to finance the repayment in full of the Term Loan hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 25,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations;; Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset DispositionDispositions), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt (other than Permitted Debt) or issuance and sale of any Debt or equity securities, an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise electPermitted Asset Dispositions) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and such sums may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000 and shall be accompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of Two Hundred and Fifty Thousand Dollars ($100,000 with respect to 250,000) (in the aggregate for all such proceeds in any fiscal year) of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent (with the consent of the Required Lenders) shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains pertaining to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Inventory, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering such asset), or such lesser portion as Administrative Agent (with the consent of the Required Lenders) shall elect to apply to the Obligations; provided that, for the avoidance of doubt, in this Section 2.1(a)(ii)(B), “Asset Disposition” shall include any consideration, including up-front payments and royalties or licensing fees paid over time, received by any Credit Party in connection with any exclusive license entered into by such Credit Party as licensor with respect to any Intellectual Property of such Credit Party; and (iv) upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such Extraordinary Receipts, or such lesser portion as Administrative Agent (with the consent of the Required Lenders) shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) , any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent Required Lenders shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Administrative Agent a reinvestment plan detailing such replacement or repair acceptable to Administrative Agent in its reasonable discretion and (y) such proceeds are deposited into an account with over which Administrative Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent has control promptly upon receipt by such Borrower. All sums held by Administrative Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Administrative Agent. (C) Borrowers may from time to time, with at least two (2) Business Day’s prior delivery to Administrative Agent of an appropriately completed Payment Notification, prepay the Term Loan, plus all accrued interest, in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be accompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, on the Termination Date, there shall become due, and Borrower shall pay, the entire outstanding principal amount of the Term Loan shall become immediately due Loan, together with accrued and payable in full on the Termination Dateunpaid interest thereon. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 with respect to of assets upon which Administrative Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt Indebtedness and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Administrative Agent shall elect to apply to the Obligations;; and (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and. (iiiC) unless Agent shall otherwise consent in writingBorrowers may from time to time, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and at least two (2) proceeds Business Days prior delivery to Administrative Agent of personal property asset dispositions that are not made an appropriately completed Payment Notification, prepay the Term Loan in the Ordinary Course of Business whole or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, in part; provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above prepayment shall be deemed additional collateral for the Obligations in an amount equal to $100,000 or a higher integral multiple of $25,000 and may shall be commingled with the general funds of Agentaccompanied by any prepayment fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan Loans in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition in excess of $250,000 in any fiscal year that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. ; (iv) if Borrower or any of its Subsidiaries enters into any Permitted License pursuant to clause (e)(ii) of the definition thereof, Borrower shall prepay the Term Loans in an amount equal to the greater of (x) fifty (50%) of the aggregate upfront consideration received by Borrower in connection with its entering into such license and (y) thirty-five percent (35%) of the aggregate outstanding principal balance of the Term Loans on the date Borrower enters into such license; provided that in no event shall the prepayment required to be made by Borrower pursuant to this Section 2.1(a)(ii)(B)(iv) with respect to any single Permitted License exceed (x) an amount equal to fifty percent (50%) of the aggregate outstanding principal balance of the Term Loans on the date Borrower enters into such Permitted License or (y) the aggregate upfront consideration recorded by Borrower in connection with entering into such Permitted License; MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15 Notwithstanding clause (B)(i) and (B)(iii) above, respectively, the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one two hundred eighty seventy (180270) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrowerrepair; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one two hundred eighty seventy (180270) days from the receipt of such proceeds to purchase new or replacement assets of comparable value; and (C) Borrowers may from time to time, with at least five (5) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described prepayment (other than a prepayment in subsections (1whole) and (2) above shall be deemed additional collateral for the Obligations in an amount equal to $1,000,000 or a higher integral multiple of $1,000,000 and may shall be commingled with the general funds of Agentaccompanied by any applicable fees, as set forth in Section 2.2 or any Fee Letter.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth aboveon Schedule 2.1, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 50,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a that described in clause (b) of the definition of “Permitted Asset Disposition”) or any other Asset Disposition (other than an Excluded Asset Disposition), an amount equal to one hundred percent (100%) (or, solely with respect to an Asset Disposition of equity interests in Therapeutics MD, fifty percent (50%)) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; (iv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such Extraordinary Receipts, or such lesser portion as Agent shall elect to apply to the Obligations; and (v) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of any proceeds from the incurrence of Debt or issuance and sale of any Debt or equity securities (other than (A) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (B) proceeds from the issuance of equity securities to members of the management, directors or members of the board of any Credit Party, (C) proceeds of the issuance of equity securities by a Subsidiary to a Borrower or any wholly owned Subsidiary, and (D) proceeds of the issuance of equity securities issued in lieu of cash Milestone Payments as permitted by the terms of the Cypress Purchase Agreement), an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) up to an aggregate amount equal to $500,000 in each Fiscal Year may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds (provided that if the Borrowers enter into a binding agreement to reinvest such proceeds within such 180-day period, but the consummation of the transactions under such agreement has not occurred within such 180-day period, and such agreement has not been terminated, then the 180-day period will be extended an additional one hundred and eighty 180 days to permit such consummation) were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or calculated, Intellectual Property, unless Agent shall otherwise electproceeds of an Asset Disposition described on Schedule 5.6, or that portion of the proceeds of an Asset Disposition of equity interests in Therapeutics MD required to be used to prepay the Term Loan pursuant to subclause (iii) above) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least two (2) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in cash in excess of $100,000 250,000 in any 12 month period with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the cash proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a Asset Dispositions described in clauses (d), (f), (h), and (i) of the definition of Permitted Asset DispositionDispositions), in an aggregate amount in excess of $250,000 in any 12 month period, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses expenses, taxes and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; (iv) unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds from the incurrence of Debt or issuance and sale of any Debt or equity securities, in each case, to the extent not permitted hereunder, an amount equal to one hundred percent (100%) of such proceeds, or such lesser portion as Agent shall elect to apply to the Obligations; and (v) upon the termination of all Revolving Loan Commitments (as defined in the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: , (1) any such casualty proceeds in excess of $250,000 (other than with respect to Inventory and in any real property, unless Agent shall otherwise elect) 12 month period may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions in excess of $250,000 in any 12 month period and otherwise required to be applied pursuant to clause (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise electii)(B)(iii) above may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value. (C) Borrowers may from time to time, with at least ten (10) Business Days prior written notice (which notice may be conditioned on the closing of a refinancing or other applicable transaction), prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above prepayment shall be deemed additional collateral for the Obligations accompanied by all prepayment fees, exit fees and may be commingled with the general funds of Agentany other applicable fees required hereunder.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the each Term Loan through, scheduled principal payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the each Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan (or, in the case of clause (ii) below, the Lenders shall apply to the Term Loan) in the following amounts and at the following times: (i) Unless unless Agent shall otherwise consent in writing, on no later than ten (10) Business Days following the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds Net Cash Proceeds in excess of $100,000 1,000,000 in connection with any casualty event with respect to assets upon which Agent maintained a Lienconstitute Collateral, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty)excess Net Cash Proceeds, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) without limiting Section 5.6(b) and unless Agent shall otherwise consent in writing, upon receipt by no later than ten (10) Business Days following the date on which any Credit Party of the proceeds of receives any Net Cash Proceeds from any Asset Disposition that is not permitted by this Agreement or made pursuant to clause (j) of the definition of Permitted Asset Disposition (but solely in the Ordinary Course case of Business or that pertains to any Collateral upon which Borrowing Base is calculated (in each case other than a such Permitted Asset DispositionDispositions to the extent the Net Cash Proceeds are in excess of $1,000,000), an amount equal to one hundred percent (100%) of the net cash proceeds such Net Cash Proceeds of such asset disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset)Asset Disposition, or such lesser portion as Agent shall elect to apply to the Obligations. ; (iv) if any Borrower or any Excluded Foreign Subsidiary has entered into a Permitted Foreign Subsidiary License Transaction and Agent has elected to require Borrowers to prepay the Loans in connection therewith, Borrowers shall prepay the Term Loans in an amount equal to 100% of the Net Cash Proceeds received by (or deemed received by) any Excluded Foreign Subsidiary or any Credit Party under or in connection with any Permitted Foreign Subsidiary License Transaction by the date that is ten (10) Business Days after such receipt (or deemed receipt) of such Net Cash Proceeds; and (v) if Borrowers fail, for any reason, to redeem, repurchase or otherwise retire for value (and otherwise extinguish their obligations in respect of) the 2024 Convertible Notes by the Required Repurchase Date in a principal amount equal to or greater than an amount equal to (x) the Closing Date Funding Amount minus (y) $35,000,000 (such amount, the “Prepayment Threshold”), then Borrower shall prepay the Term Loans in an aggregate principal amount equal to (x) the Prepayment Threshold minus (y) the principal amount of the 2024 Convertible Notes redeemed, repurchased or otherwise retired for value pursuant to Section 5.5(d)(viii), by the date that is five (5) Business Days after the Required Repurchase Date; Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) , any such Net Cash Proceeds from a casualty proceeds in excess of $250,000 event or from an Asset Disposition (other than with respect a Permitted Foreign Subsidiary License Transaction), may, instead of being applied to Inventory and any real propertythe Term Loan, unless Agent shall otherwise elect) may be used by Borrowers the applicable Credit Party or Subsidiary within one three hundred eighty and sixty (180360) days from the receipt of such proceeds to replace replace, repair, purchase or repair any assets in respect of which otherwise reinvest such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement in assets used or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made useful in the Ordinary Course business of Business the Credit Parties (including pursuant to a Permitted Acquisition or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable valueInvestment), provided, however, that such proceeds are deposited into an account with Agent a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations Obligations. (C) Borrowers may from time to time, with at least five (5) Business Days’ prior notice to Agent thereof, prepay the Term Loan in whole or in part; provided, however, that each such prepayment shall be in an amount equal to $1,000,000 (or a higher integral multiple of $250,000) (or, if less, the outstanding principal balance of the Term Loan) and may shall be commingled accompanied by all prepayment fees or other fees required hereunder and any fees required under the Fee Letter or any Financing Document in connection with the general funds of Agentsuch prepayment.

Scheduled Repayments; Mandatory Prepayments; Optional Prepayments. (A) There shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth aboveon Schedule 2.1, the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date. (B) There shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times: (i) Unless Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of $100,000 500,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and; (iii) other than any Permitted Asset Disposition, unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral upon which a Borrowing Base is calculated (in each case other than a Permitted Asset Disposition)calculated, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition Asset Disposition (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (iv) unless Agent shall otherwise consent in writing or with respect to Permitted Debt, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt or issuance and sale of any Debt or equity securities, an amount equal to one hundred percent (100%) of such extraordinary receipts, or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 500,000 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which such proceeds were paid so long as (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions Asset Dispositions that are not made in the Ordinary Course of Business or Permitted Asset Dispositions (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds of Agent. (C) Borrowers may from time to time, with at least five (5) Business Days’ prior written notice, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such prepayment shall be accompanied by any prepayment fees and exit fees required hereunder.