Common use of Term Loan Amounts Clause in Contracts

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.

Term Loan Amounts. (Aa) On the terms and subject to the conditions set forth herein and in herein, the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally Lenders hereby agrees agree to make to Borrowers a Term Loan Borrower on the Closing Date a term loan in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments $110,000,000 (the “Term Loan Tranche 1A Loan”). Each such Lender’s obligation to fund the Term A Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment PercentagePercentage of the Term A Loan, and no Lender shall have any obligation to fund any portion of the Term A Loan required to be funded by any other Lender, but not so funded, and no Lender shall be relieved of its obligation to fund the Term A Loan because another Lender has failed to fund. Borrower shall not have any right to reborrow any portion of the Term A Loan which is repaid or prepaid from time to time. The Commitments of the Lenders to make the Term A Loan shall expire concurrently with the making of the Term A Loan on the Closing Date. (b) On the terms and subject to the conditions set forth herein, at the election of, and on Business Days during the Delayed Draw Term Loan Commitment Period identified by, Borrower (such date, a “Delayed Draw Term Loan Draw Date”), so long as, in each case, each of the Delayed Draw Funding Conditions shall have been satisfied, the Lenders hereby agree to make to Borrower on each Delayed Draw Term Loan Draw Date a delayed draw term loan up to an aggregate original principal amount for all Delayed Draw Term Loans equal to the Delayed Draw Term Loan Amount at such time (a “Delayed Draw Term Loan”; and, when funded, together with the Term A Loan, the “Term Loan”). Each Lender’s obligation to fund a Delayed Draw Term Loan shall be limited to such Lender’s Delayed Draw Term Loan Commitment Percentage of such Delayed Draw Term Loan, and no Lender shall have any obligation to fund any portion of any Delayed Draw Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any be relieved of its obligation to fund any Delayed Draw Term Loan because another Lender has failed to fund. When funded, each Delayed Draw Term Loan shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. Each Delayed Draw Term Loan shall be in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its discretion) and in integral multiples of $1,000,000 in excess of that amount. Borrower shall not have any right to reborrow any portion of any the Delayed Draw Term Loan which is repaid or prepaid from time to time. On each Delayed Draw Term Loan Draw Date, the Commitments of the Lenders to make Delayed Draw Term Loans shall be permanently reduced on a dollar-for-dollar basis in an amount equal to the Delayed Draw Term Loan made on such Delayed Draw Term Loan Draw Date, and the Delayed Draw Term Loan Commitments of all Lenders shall expire on the Delayed Draw Term Loan Commitment Termination Date. (c) Borrower shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior to the Closing Date or a Delayed Draw Term Loan Draw Date, as applicable. Such Notice of Borrowing shall be irrevocable and shall specify (x) the principal amount of the proposed Loan, (y) whether the proposed Loan is requested to be a Prime Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (z) wire instructions for the account to which funds to Borrower should be deposited. Agent and the Lenders may act without liability upon the basis of written notice believed by Agent in good faith to be from Borrower. Borrower hereby waives the right to dispute Agent’s record of the terms of any such Notice of Borrowing absent manifest error. Agent and each Lender shall be entitled to rely conclusively on Borrower’s authority to request a Loan until Agent receives written notice to the contrary. Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (d) The Loans under this Agreement shall be made by the Lenders, to the account specified by Agent, no later than 3:00 p.m. (Chicago time) on the borrowing date of the proposed Loan, simultaneously and proportionately to their Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be funded made by it by the terms of this Agreement regardless of the failure by any other Lender. Promptly upon receipt of all funds requested in the Notice of Borrowing, but not so funded. Unless previously terminated, upon Agent will make the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as proceeds of such date Loans available to Borrower by causing an amount, in immediately available funds, equal to the proceeds of the Loans received by Agent to the account provided by the Borrowing Agent in the Notice of Borrowing for such purpose. (e) Agent is hereby authorized by the Obligors and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent have not been satisfied or the Commitments have been terminated for any reason, or (iii) any other contrary provision of this Agreement, to make the Loans to Borrower on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (c) to pay any other amount chargeable to the Obligors pursuant to the terms of this Agreement (the “Protective Advances”). Lenders holding the Loans shall be reduced obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective pro rata share of the outstanding Loans. To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this clause (e) of Section 2.1.1, any such Lender’s Pro Rata Share of such total reduction in Protective Advances funded by Agent shall be deemed to be the Term Loan Commitments. Without limiting the foregoingLoans made by and owing to Agent, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower and Agent shall be entitled to request all rights (including accrual of interest) and no remedies of a Lender shall be required to advance any principal amount in respect of holding the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan CommitmentsLoans.

Term Loan Amounts. (A) On Under the terms and subject Original Credit Agreement, the Lenders thereunder made term loans to the conditions set forth herein and Borrowers in the other Financing Documentsprincipal amounts of (1) Eight Million Five Hundred Thousand Dollars ($8,500,000) (“Existing Term Loan 1”), (2) Five Million Dollars ($5,000,000) (“Existing Term Loan 2”) and (3) Three Million Dollars ($3,000,000) (“Existing Term Loan 3”, and together with Existing Term Loan 1 and Existing Term Loan 2, the “Existing Term Loans”) and, following the making of each Lender with a such Existing Term Loan, the Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on (as defined in the Closing Date in an original aggregate principal amount equal to Original Credit Agreement), the Term Loan Tranche 2 Commitment (as defined in the Original Credit Agreement) and the Term Loan Tranche 3 Commitment (as defined in the Original Credit Agreement), as applicable, were reduced to zero ($0). Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 1 Commitments (is $8,500,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 1”). Each such Lender’s obligation ” under this Agreement, and hereby is deemed to fund be outstanding in the Term Loan Tranche 1 shall be limited amount set forth with respect to such each Lender’s Term Loan Tranche 1 Commitment PercentageAmount hereto without constituting a novation. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 2 is $5,000,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 2” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 2 Commitment Amount hereto without constituting a novation. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 3 is $3,000,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 3” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 3 Commitment Amount hereto without constituting a novation. Each Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no Lender shall have any defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of each such Existing Term Loan and (y) reaffirms its obligation to fund any portion repay each of any Term Loan required to be funded by any Tranche 1, Term Loan Tranche 2 and Term Loan Tranche 3 in accordance with the terms and provisions of this Agreement and the other Lender, but not so fundedFinancing Documents. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 4 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 4 Activation Date and on or prior to the Term Loan Tranche 2 4 Commitment Termination Date (the “Term Loan Tranche 2 4 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments 4 Commitment (the “Term Loan Tranche 24”). Each such Lender’s obligation to fund the Term Loan Tranche 2 4 shall be limited to such Lender’s Term Loan Tranche 2 4 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 4 Commitment Termination Date, the Term Loan Tranche 2 Commitments 4 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 4 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 4 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated4. (C) On the terms and subject to the conditions set forth herein and in the other Financing Documents, upon each Lender with a Term Loan Tranche 5 Commitment severally hereby agrees to make to Borrowers a term loan on or after the Term Loan Tranche 2 Commitment Termination Date, 5 Activation Date and on or prior to the Term Loan Tranche 2 4 Commitment shall thereupon automatically be terminated and Termination Date in an original aggregate principal amount equal to the Term Loan Tranche 2 5 Commitment Amount of each Lender as of such date shall be reduced by (the “Term Loan Tranche 5”). Each such Lender’s Pro Rata Share of such total reduction in obligation to fund the Term Loan CommitmentsTranche 5 shall be limited to such Lender’s Term Loan Tranche 5 Commitment Amount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Without limiting the foregoing, until the Term Loan Tranche 5 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 5. (D) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1, Term Loan Tranche 2 or Term Loan Tranche 3 borrowing, no later than 12:00 P.M. (Eastern time) on the Business Day prior to such proposed borrowing, (ii) in the case of a Term Loan Tranche 4 borrowing, no later than 12:00 P.M. (Eastern time) on the day of such proposed borrowing, or (iii) in the case of a Term Loan Tranche 5 borrowing, no later than 12:00 P.M. (Eastern time) on the day of such proposed borrowing.

Term Loan Amounts. (A) On Under the terms and subject to Existing Credit Agreement, the conditions set forth herein and Lenders thereunder made term loans (collectively, in the other Financing Documentssingular, each Lender with a the "Existing Term Loan") to Borrowers in the aggregate amount of Thirty Five Million Dollars ($35,000,000) and, following the making of such Existing Term Loans, the Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on (as defined in the Closing Date in an original aggregate principal amount equal to Existing Credit Agreement) and the Term Loan Tranche 1 Commitments 2 Commitment (as defined in the Existing Credit Agreement) were reduced to zero ($0). Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan is $35,000,000, which amount shall continue to be outstanding under this Agreement without constituting a novation and is referred to hereunder as the Term Loan Tranche1 (the “Term Loan Tranche 1”). Each Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of such Lender’s Existing Term Loan and (y) reaffirms its obligation to fund the repay such Existing Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, in accordance with the terms and no Lender shall have any obligation to fund any portion provisions of any Term Loan required to be funded by any this Agreement and the other Lender, but not so fundedFinancing Documents. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Closing Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminatedMidCap / Sientra / A&R Credit and Security Agreement (Term) \DC - 036639/000049 - 14173176 v11 (C) On the terms and subject to the conditions set forth herein and in the other Financing Documents, upon each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make to Borrowers a term loan on a Business Day occurring on or after the Term Loan Tranche 3 Activation Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date (the “Term Loan Tranche 3 Funding Date”) in an original aggregate principal amount equal to (but not less than) the Term Loan Tranche 3 Commitment (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 2 Commitment Termination Date, the shall be limited to such Lender’s Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoingPercentage, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be have any obligation to fund any portion of any Term Loan required to advance be funded by any principal amount in respect of the Term Loan Tranche 2other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 3 Commitment Termination Date, the Term Loan Tranche 2 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (D) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 4 Commitment severally hereby agrees to make to Borrowers a term loan on a Business Day occurring on or after the Term Loan Tranche 4 Activation Date and on or prior to the Term Loan Tranche 4 Commitment Termination Date (the “Term Loan Tranche 4 Funding Date”) in an original aggregate principal amount equal to (but not less than) the Term Loan Tranche 4 Commitment (the “Term Loan Tranche 4”). Each such Lender’s obligation to fund the Term Loan Tranche 4 shall be limited to such Lender’s Term Loan Tranche 4 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 4 Commitment Termination Date, the Term Loan Tranche 4 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 4 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment PercentageAmount, and no Lender shall have any MidCap / Apyx Medical / Credit, Security and Guaranty Agreement obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 3 Activation Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitment (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Amount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan Tranche 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (D) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent and Term Loan Servicer a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date and (ii) in the case of a Term Loan Tranche 2 borrowing or Term Loan Tranche 3 borrowing, no later than 12:00 P.M. (Eastern time) fifteen (15) Business Days (or such shorter period as may be agreed by Agent, Term Loan Servicer and the Lenders) prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment PercentageAmount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent and Term Loan Servicer a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date and (ii) in the case of a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) fifteen (15) Business Days (or such shorter period as may be agreed by Agent, Term Loan Servicer and the Lenders) prior to such proposed borrowing. MidCap / Viewray / Credit, Security and Guaranty Agreement

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Term Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment Amount of such Term Lender (the “Term Loan Tranche 1”). Each such Term Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Term Lender’s Term Loan Tranche 1 Commitment PercentageAmount, and no Term Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Term Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Term Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Closing Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to (but not less than) the Term Loan Tranche 2 Commitments Commitment Amount of such Term Lender (the “Term Loan Tranche 2”). Each such Term Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Term Lender’s Term Loan Tranche 2 Commitment PercentageAmount, and no Term Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Term Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Term Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan CommitmentsZero Dollars ($0).

Term Loan Amounts. (Ai) On OnSubject to the terms and subject to the conditions set forth herein and in the other Financing Documentsherein, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make makemade to Borrowers Quantum (A) a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to (1) such Lender’s Commitment with respect to the Closing Date as set forth on Schedule 1.1 hereto less (2) the discount applicable to such Lender with respect to the Closing Date as set forth on Schedule 1.1 hereto and (B) a term loan on the Delayed Draw Date in an original principal amount equal to (1) such Lender’s Commitment with respect to the Delayed Draw Date as set forth on Schedule 1.1 hereto less (2) the discount applicable to such Lender with respect to the Delayed Draw Date as set forth on Schedule 1.1 hereto. Moreover, the Borrowers and the Lenders agreeagreed and acknowledgeacknowledged that (x) each term loan and the associated Closing Date Warrant comprisecomprised an “investment unit” within the meaning of Treasury Regulations Section 1.1273-2(h), and that the fair market value of each Closing Date Warrant is specified on Schedule 1.1 hereto. and (y) the sum of the discount specified in the foregoing clauses (A)(2) and (B)(2) and the fair market value of the Closing Date Warrants will be treated as original issue discount on the Term Loan Tranche 1 Commitments (for U.S. federal income tax purposes and will reduce the “issue price of the Term Loan Tranche 1”)Loan. Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment PercentageCommitment, and no Lender shall have any obligation to fund any portion of any the Term Loan required to be funded by any other Lender, but not so funded, and no Lender shall be relieved of its obligation to fund the Term Loan because another Lender has failed to fund. Borrowers shall not have any right to reborrow any portion of the Term Loan which is repaid or prepaid from time to time. The Commitments of the Lenders (x) to make the Term Loan on the Closing Date shall expireexpired concurrently with the making of the Term Loan on the Closing Date and (y) to make the Term Loan on the Delayed Draw Date shall expireexpired concurrently with the making of the Term Loan on the Delayed Draw Date. There shall be no conditions precedent to the making of the Term Loan on the Delayed Draw Date other than that the Lenders funded their respective Term Loan on the Closing Date in accordance with Schedule 1.1. The Borrowers and the Lenders hereby acknowledge and agree that, for U.S. federal income tax purposes, pursuant to Treasury Regulation Section 1.1275-2(c), each Loan will be treated as a single debt instrument with a single issue price, maturity date, yield to maturity and stated redemption price at maturity for purposes of Section 1271 of the Code.The Borrowers hereby acknowledge, confirm and agree that $150,000,000 of the aggregate Commitments of the Lenders were advanced on the Closing Date, $15,000,000 of the aggregate Commitments of the Lenders were advanced on the Delayed Draw Date, and $165,208,106.25 of the aggregate principal amount of the Term Loan remains outstanding on the Fourth Amendment Effective Date. (Bii) On the terms and subject to the conditions set forth herein and in the other Financing Documentsherein, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers Quantum a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Fourth Amendment Effective Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to (A) such Lender’s Fourth Amendment Commitment as set forth on Schedule 1.1 hereto less (B) the discount applicable to such Lender with respect to the Fourth Amendment Effective Date as set forth on Schedule 1.1 hereto. Moreover, the Borrowers and the Lenders agree and acknowledge that each term loan and the associated Fourth Amendment Warrant comprise an “investment unit” within the meaning of Treasury Regulations Section 1.1273-2(h), and that the fair market value of each Fourth Amendment Warrant is specified on Schedule 1.1 hereto. The sum of the discount specified in the foregoing clause (B) and the fair market value of the Fourth Amendment Warrants will be treated as original issue discount on the Term Loan Tranche 2 Commitments (for U.S. federal income tax purposes and will reduce the “issue price of the Term Loan Tranche 2”)Loan. Each such Lender’s obligation to fund the Term Loan Tranche 2 on the Fourth Amendment Effective Date shall be limited to such Lender’s Term Loan Tranche 2 Commitment PercentageFourth Amendment Commitment, and no Lender shall have any obligation to fund any portion of any the Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required relieved of its obligation to advance any principal amount in respect fund the Term Loan because another Lender has failed to fund. The Fourth Amendment Commitments of the Lenders to make the Term Loan on the Fourth Amendment Effective Date shall expire concurrently with the making of the Term Loan Tranche 2. Unless previously terminated, upon on the Fourth Amendment Effective Date. (iii) Borrowers shall not have any right to reborrow any portion of the Term Loan Tranche 2 Commitment Termination which is repaid or prepaid from time to time. (iv) The term loans made on the Fourth Amendment Effective Date shall constitute a separate tranche from the term loans outstanding immediately prior to the Fourth Amendment Effective Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated . Borrowers and the Term Lenders hereby acknowledge and agree that, for U.S. federal income tax purposes, pursuant to Treasury Regulation Section 1.1275-2(c), each Loan Tranche 2 Commitment Amount will be treated as a single debt instrument with a single issue price, maturity date, yield to maturity and stated redemption price at maturity for purposes of each Lender as Section 1271 of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan CommitmentsCode.

Term Loan Amounts. (Ai) On the terms and subject to the conditions set forth herein and in herein, the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally Lenders hereby agrees agree to make to Borrowers a Term Loan Quantum on the Closing Date a term loan in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments $50,000,000 (the “Term Loan Tranche 1A Loan”). Each such Lender’s obligation to fund the Term A Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment PercentagePercentage of the Term A Loan, and no Lender shall have any obligation to fund any portion of the Term A Loan required to be funded by any other Lender, but not so funded, and no Lender shall be relieved of its obligation to fund the Term A Loan because another Lender has failed to fund. Borrowers shall not have any right to reborrow any portion of the Term A Loan which is repaid or prepaid from time to time. The Commitments of the Lenders to make the Term A Loan shall expire concurrently with the making of the Term A Loan on the Closing Date. (ii) On the terms and subject to the conditions set forth herein, at the election of, and on a Business Day during the Delayed Draw Term Loan Commitment Period identified by, Borrowing Agent (such date, the “Delayed Draw Term Loan Draw Date”), so long as each of the Delayed Draw Funding Conditions shall have been satisfied, the Lenders hereby agree to make to Quantum on the Delayed Draw Term Loan Draw Date a delayed draw term loan up to an aggregate original principal amount equal to the Delayed Draw Term Loan Amount at such time (the “Delayed Draw Term Loan”; and, when funded, together with the Term A Loan, the “Term Loan”). Each Lender’s obligation to fund the Delayed Draw Term Loan shall be limited to such Lender’s Delayed Draw Term Loan Commitment Percentage of the Delayed Draw Term Loan, and no Lender shall have any obligation to fund any portion of the Delayed Draw Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any be relieved of its obligation to fund the Delayed Draw Term Loan because another Lender has failed to fund. When funded, the Delayed Draw Term Loan shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the Other Documents and shall be secured by the Collateral in all respects. Borrowers shall not have any right to reborrow any portion of any the Delayed Draw Term Loan which is repaid or prepaid from time to time. The Commitments of the Lenders to make the Delayed Draw Term Loan shall expire concurrently with the making of the Delayed Draw Term Loan on the Delayed Draw Term Loan Draw Date. (iii) The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) on the Closing Date or the Delayed Draw Term Loan Draw Date, as applicable. Such Notice of Borrowing shall be irrevocable and shall specify (x) the principal amount of the proposed Loan, (y) whether the proposed Loan is requested to be a Prime Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (z) wire instructions for the account to which funds to the Borrowers should be deposited. Agent and the Lenders may act without liability upon the basis of written notice believed by the Agent in good faith to be from the Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing. Agent and each Lender shall be entitled to rely conclusively on the Borrowing Agent’s authority to request a Loan on behalf of the Borrowers until Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (iv) All Loans under this Agreement shall be made by the Lenders, to the account specified by Agent, no later than 3:00 p.m. (Chicago time) on the borrowing date of the proposed Loan, simultaneously and proportionately to their Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be funded made by it by the terms of this Agreement regardless of the failure by any other Lender, but not so funded. Unless previously terminated, Promptly upon receipt of all funds requested in the Term Loan Tranche 2 Commitment Termination DateNotice of Borrowing, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and Agent will make the Term Loan Tranche 2 Commitment Amount of each Lender as proceeds of such date shall be reduced Loans available to the Borrowers by causing an amount, in immediately available funds, equal to the proceeds of all such Lender’s Pro Rata Share of such total reduction Loans received by the Agent to the account provided by the Borrowing Agent in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect Notice of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of Borrowing for such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitmentspurpose.

Term Loan Amounts. (A) On Under the terms and subject Existing Credit Agreement, the Lenders thereunder made term loans to the conditions set forth herein and Borrowers in the other Financing Documentsprincipal amounts of Twelve Million Dollars ($12,000,000) (“Existing Term Loan”) and, following the making of each Lender with a such Existing Term Loan, the Term Loan Tranche 1 Commitment Amount severally hereby agrees (as defined in the Existing Credit Agreement) was reduced to make zero ($0). Immediately prior to Borrowers a the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan on is $12,000,000. The parties hereto agree that the Closing Date in an original aggregate principal amount equal to the Existing Term Loan Tranche 1 Commitments (shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 1”). Each such Lender’s obligation ” under this Agreement, and hereby is deemed to fund be outstanding in the Term Loan Tranche 1 shall be limited amount set forth with respect to such each Lender’s Term Loan Tranche 1 Commitment PercentageAmount hereto without constituting a novation, and no Lender shall have any each Lender’s obligation to fund any in respect of the portion of any its Term Loan required Tranche 1 Commitment comprised of the Existing Term Loans shall be deemed satisfied on the Closing Date as a result of such conversion. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to be funded by any its Obligations in respect of each such Existing Term Loan and (y) reaffirms its obligation to repay Term Loan Tranche 1 in accordance with the terms and provisions of this Agreement and the other Lender, but not so fundedFinancing Documents. (B) On the terms and subject to the conditions set forth herein (including, without limitation, the conditions set forth in Section 7.2) and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers, and Borrowers hereby agree to borrow from such Lenders, a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Closing Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (C) On the terms and subject to the conditions set forth herein (including, without limitation, the conditions set forth in Section 7.2) and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment Amount severally hereby agrees to make to Borrowers and Borrowers hereby agree to borrow from such Lenders, a Term Loan on October 31, 2022 or such earlier date prior to October 31, 2022 at least ten (10) Business Days (or such shorter period as may be agreed by Agent and the Lenders) after Borrower has delivered to Agent a superseding Notice of Borrowing (the “Term Loan Tranche 3 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitments (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 3 Commitment Termination Date, the Term Loan Tranche 2 3 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on term loan within two (2) Business Days of the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make to Borrowers a term loan on a Business Day occurring on or after the Term Loan Tranche 3 Activation Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitment (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan Tranche 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (D) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Business Day prior to such proposed borrowing or (ii) in the case of a Term Loan Tranche 2 or a Term Loan Tranche 3 borrowing, no later than noon (Eastern time) fifteen (15) Business Days (or such shorter period as may be agreed by Agent and the Lenders) prior to such proposed borrowing.

Term Loan Amounts. (Ai) On the terms and subject to the conditions set forth herein and in the other Financing Documentsherein, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers Quantum (A) a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to (1) such Lender’s Commitment with respect to the Closing Date as set forth on Schedule 1.1 hereto less (2) the discount applicable to such Lender with respect to the Closing Date as set forth on Schedule 1.1 hereto and (B) a term loan on the Delayed Draw Date in an original principal amount equal to (1) such Lender’s Commitment with respect to the Delayed Draw Date as set forth on Schedule 1.1 hereto less (2) the discount applicable to such Lender with respect to the Delayed Draw Date as set forth on Schedule 1.1 hereto. Moreover, the Borrowers and the Lenders agree and acknowledge that each term loan and the associated Warrant comprise an “investment unit” within the meaning of Treasury Regulations Section 1.1273-2(h), and that the fair market value of each Warrant is specified on Schedule 1.1 hereto. The sum of the discount specified in the foregoing clauses (A)(2) and (B)(2) and the fair market value of the Warrants will be treated as original issue discount on the Term Loan Tranche 1 Commitments (for U.S. federal income tax purposes and will reduce the “issue price of the Term Loan Tranche 1”)Loan. Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment PercentageCommitment, and no Lender shall have any obligation to fund any portion of any the Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms , and subject to the conditions set forth herein and in the other Financing Documents, each no Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s shall be relieved of its obligation to fund the Term Loan Tranche 2 because another Lender has failed to fund. Borrowers shall not have any right to reborrow any portion of the Term Loan which is repaid or prepaid from time to time. The Commitments of the Lenders (x) to make the Term Loan on the Closing Date shall expire concurrently with the making of the Term Loan on the Closing Date and (y) to make the Term Loan on the Delayed Draw Date shall expire concurrently with the making of the Term Loan on the Delayed Draw Date. There shall be limited no conditions precedent to such Lender’s the making of the Term Loan Tranche 2 Commitment Percentageon the Delayed Draw Date other than that the Lenders funded their respective Term Loan on the Closing Date in accordance with Schedule 1.1. The Borrowers and the Lenders hereby acknowledge and agree that, for U.S. federal income tax purposes, pursuant to Treasury Regulation Section 1.1275-2(c), each Loan will be treated as a single debt instrument with a single issue price, maturity date, yield to maturity and stated redemption price at maturity for purposes of Section 1271 of the Code. (ii) The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 2:00 p.m. one Business Day prior to the Closing Date. Such Notice of Borrowing shall be irrevocable and shall specify (x) the principal amount of the proposed Loans to be drawn on each of the Closing Date and the Delayed Draw Date, (y) whether each proposed Loan is requested to be a Prime Rate Loan or a LIBOR Rate Loan, and (z) wire instructions for the account to which funds to the Borrowers should be deposited. Agent and the Lenders may act without liability upon the basis of written notice believed by the Agent in good faith to be from the Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing. Agent and each Lender shall be entitled to rely conclusively on the Borrowing Agent’s authority to request a Loan on behalf of the Borrowers until Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (iii) All Loans under this Agreement shall be made by the Lenders, to the account specified by Agent, no later than 12:00 noon (New York time) on the Closing Date in the case of Loans made pursuant to Section 2.1(a)(i)(A) and no later than 12:00 noon (New York time) on the Delayed Draw Date in the case of Loans made pursuant to Section 2.1(a)(i)(B), simultaneously and proportionately to their Commitment, it being understood that no Lender shall have be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to fund any portion of any Term make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be funded made by it by the terms of this Agreement regardless of the failure by any other Lender, but not so funded. Unless previously terminated, Promptly upon receipt of all funds from each Lender sufficient to make the Term Loan Tranche 2 Commitment Termination DateLoans requested for the applicable date in the Notice of Borrowing, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and Agent will make the Term Loan Tranche 2 Commitment Amount of each Lender as proceeds of such Loans available to the Borrowers by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Agent for the applicable date shall to be reduced wired to the account provided by such Lender’s Pro Rata Share of such total reduction the Borrowing Agent in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect Notice of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of Borrowing for such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitmentspurpose.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon . (C) No Borrower shall have any right to reborrow any portion of the Term Loan Tranche 2 Commitment Termination Date, the that is repaid or prepaid from time to time. The Term Loan Tranche 2 Commitments shall thereupon automatically may be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction funded in two advances in an aggregate amount not to exceed the Term Loan Commitments. Without limiting Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the foregoingcase of a Term Loan Tranche 1 borrowing, until no later than 9:00 A.M. (Eastern time) on the day of such proposed borrowing or (ii) in the case of a Term Loan Tranche 2 Activation Date has occurredborrowing, no Borrower shall later than noon (Eastern time) fifteen (15) Business Days (or such shorter period as may be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated agreed by Agent and the Term Loan Tranche 2 Commitment Amount of each Lender as of Lenders) prior to such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitmentsproposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon Upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Each of the Term Loan Tranche 1 and the Term Loan Tranche 2 may be funded in one advance in an aggregate amount not to exceed the Term Loan Tranche 1 Commitment Amount and the Term Loan Tranche 2 Commitment Amount, as applicable. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than noon (Eastern time) two (2) Business Days prior to such proposed borrowing or (ii) in the case of a Term Loan Tranche 2 borrowing, no later than noon (Eastern time) fifteen (15) Business Days (or such shorter time as may be agreed by Agent and the Lenders) prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 3 Activation Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitment (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan Tranche 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (D) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 4 Commitment severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 4 Activation Date and on or prior to the Term Loan Tranche 4 Commitment Termination Date in an original aggregate principal amount equal to the Term Loan Tranche 4 Commitment (the “Term Loan Tranche 4”). Each such Lender’s obligation to fund the Term Loan Tranche 4 shall be limited to such Lender’s Term Loan Tranche 4 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 4 Commitment Termination Date, the Term Loan Tranche 4 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 4 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments (E) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than noon (Eastern time) two (2) Business Days prior to such proposed borrowing, (ii) in the case of a Term Loan Tranche 2, no later than noon (Eastern time) five (5) Business Days prior to such proposed borrowing, and (iii) in the case of a Term Loan Tranche 3 or a Term Loan Tranche 4 borrowing, no later than noon (Eastern time) ten (10) Business Days (or such shorter period as may be agreed by Agent and the Lenders) prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documentsherein, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Closing Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal not to exceed the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”); provided that the original aggregate principal amount of the Term Loan Tranche 2 shall not be less than $5,000,000 and, if greater, shall be a multiple of $5,000,000. Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon on the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Similarly, if the full amount of the Term Loan Tranche 2 Commitment is not funded on the Term Loan Tranche 2 Funding Date, the unfunded portion of the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered no later than noon (Eastern time) two (2) Business Days prior to such proposed borrowing; provided that for the borrowing of the Term Loan on the Closing Date, Borrower may deliver the Notice of Borrowing on the Closing Date; provided further that, with respect to Term Loan Tranche 2, Borrowers further shall provide Agent written notice of its intent to borrow not less than thirty (30) days prior to such proposed borrowing, which notice shall set forth the proposed date of borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a term loan on a Business Day occurring on or after the Term Loan on Tranche 1 Activation Date (the Closing Date “Term Loan Tranche 1 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 1 Commitment Termination Date, the Term Loan Tranche 1 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 1 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to (but not less than) the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make to Borrowers a term loan on a Business Day occurring on or after the Term Loan Tranche 3 Activation Date and prior to the Term Loan Tranche 3 Commitment Termination Date (the “Term Loan Tranche 3 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitment (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan Tranche 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.

Term Loan Amounts. (Ai) <On the terms and subject to the conditions set forth herein and in herein, the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally Lenders hereby agrees agree to make to Borrowers a Term Loan Quantum on the Closing Date a term loan in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments $50,000,000 (the “Term Loan Tranche 1A Loan”). Each such Lender’s obligation to fund the Term A Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment PercentagePercentage of the Term A Loan, and no Lender shall have any obligation to fund any portion of the Term A Loan required to be funded by any other Lender, but not so funded, and no Lender shall be relieved of its obligation to fund the Term A Loan because another Lender has failed to fund>. Borrowers shall not have any right to reborrow any portion of the <Term A >Loan which is repaid or prepaid from time to time. <The Commitments of the Lenders to make the Term A Loan shall expire concurrently with the making of the Term A Loan on the Closing Date.> (i) On the Closing Date, the Lenders made to Quantum a term loan in an original principal amount equal to $50,000,000 (the “Term A Loan”). As of the Fourth Amendment Effective Date, but prior to giving effect to the making of any First Delayed Draw Term Loan, the outstanding principal balance of the Term A Loan is $52,681,899.14, with such outstanding principal balance held by the Lenders on the Fourth Amendment Effective Date as set forth in the Schedule 1.1 hereto. On or around the Second Amendment Effective Date, the Lenders made to Quantum a term loan in an original principal amount equal to $20,000,000 (the “Term B Loan”). As of the Fourth Amendment Effective Date, but prior to giving effect to the making of any First Delayed Draw Term Loan, the outstanding principal balance of the Term B Loan is $19,648,966.42, with such outstanding principal balance held by the Lenders on the Fourth Amendment Effective Date as set forth in the Schedule 1.1 hereto. On or around the Second Amendment Effective Date, the Lenders made to Quantum a term loan in an original principal amount equal to $20,000,000 (the “Term C Loan”; and, together with the Term A Loan and the Term B Loan, collectively the “Existing Term Loan”). As of the Fourth Amendment Effective Date, but prior to giving effect to the making of any First Delayed Draw Term Loan, the outstanding principal balance of the Term C Loan is $19,150,266.42, with such outstanding principal balance held by the Lenders on the Fourth Amendment Effective Date as set forth in the Schedule 1.1 hereto. Borrowers shall not have any right to reborrow any portion of the Existing Term Loan which is repaid or prepaid from time to time. (ii) On the terms and subject to the conditions set forth herein, at the election of, and on <a >Business <Day>Days during the First Delayed Draw Term Loan Commitment Period identified by, Borrowing Agent (each such date, <the>a “First Delayed Draw Term Loan Draw Date”), so long as, in each instance, each of the Delayed Draw Funding Conditions shall have been satisfied, the Lenders hereby agree to make to Quantum on <the>First Delayed Draw Term Loan Draw <Date (A) a>Dates delayed draw term <loan>loans up to an aggregate original principal amount, for all such delayed draw term loans, equal to the <Original>First Delayed Draw Term Loan Amount (<the “Original>each, a “First Delayed Draw Term Loan”<)>; and <(B) a >collectively, the “First Delayed Draw Term Loans”). Any First Delayed Draw Term Loan shall be in an amount of at least $1,000,000 and integral multiples of $100,000 in excess thereof. On the terms and subject to the conditions set forth herein, at the election of, and on Business Days during the Second Delayed Draw Term Loan Commitment Period identified by, Borrowing Agent (each such date, a “Second Delayed Draw Term Loan Draw Date”), so long as, in each instance, each of the Delayed Draw Funding Conditions shall have been satisfied, the Lenders hereby agree to make to Quantum on Second Delayed Draw Term Loan Draw Dates delayed draw term <loan>loans up to an aggregate original principal amount, for all such delayed draw term loans, equal to the <Incremental>Second Delayed Draw Term Loan Amount (<the “Incremental>each, a “Second Delayed Draw Term Loan”; and<, when funded, together with the Original> collectively, the “Second Delayed Draw Term Loans”). Any Second Delayed Draw Term Loan<, collectively the “> shall be in an amount of at least $1,000,000 and integral multiples of $100,000 in excess thereof. On the terms and subject to the conditions set forth herein, at the election of, and on Business Days during the Third Delayed Draw Term Loan Commitment Period identified by, Borrowing Agent (each such date, a “Third Delayed Draw Term Loan Draw Date”), so long as, in each instance, each of the Delayed Draw Funding Conditions shall have been satisfied, the Lenders hereby agree to make to Quantum on Third Delayed Draw Term Loan Draw Dates delayed draw term loans up to an aggregate original principal amount, for all such delayed draw term loans, equal to the Third Delayed Draw Term Loan Amount (each, a “Third Delayed Draw Term Loan”<), in each case, to a Blocked Account>; and collectively, the “Third Delayed Draw Term Loans”). Any Third Delayed Draw Term Loan shall be in an amount of at least $1,000,000 and integral multiples of $100,000 in excess thereof.. Each Lender’s obligation to fund <the Original>each First Delayed Draw Term Loan, each Second Delayed Draw Term Loan and <the Incremental>each Third Delayed Draw Term Loan shall be limited to such Lender’s Delayed Draw Term Loan Commitment Percentage of <the Original>such First Delayed Draw Term Loan, such Second Delayed Draw Term Loan and <the Incremental>such Third Delayed Draw Term Loan, as applicable, and no Lender shall have any obligation to fund any portion of <the Original>any First Delayed Draw Term Loan, any Second Delayed Draw Term Loan or <the Incremental>any Third Delayed Draw Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any be relieved of its obligation to fund <the Original>any First Delayed Draw Term Loan, any Second Delayed Draw Term Loan or <the Incremental>any Third Delayed Draw Term Loan because another Lender has failed to fund. When funded, <the>each First Delayed Draw Term Loan, each Second Delayed Draw Term Loan and each Third Delayed Draw Term Loan shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the Other Documents and shall be secured by the Collateral in all respects. Borrowers shall not have any right to reborrow any portion of any the Delayed Draw Term Loan which is repaid or prepaid from time to time. The Commitments of the Lenders to make <the Original >First Delayed Draw Term Loans, Second Delayed Draw Term Loans and Third Delayed Draw Term Loans shall be permanently and concurrently reduced by the original principal amount of, and upon the making of, each First Delayed Draw Term Loan, each Second Delayed Draw Term Loan and <the Incremental >Delayed Draw Term Loan shall <expire concurrently with the making of the Original >Delayed Draw Term Loan <and the Incremental>each Third Delayed Draw Term Loan, <as applicable>respectively, on the applicable Delayed Draw Term Loan Draw Date. (iii) The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) on the Closing Date or the applicable Delayed Draw Term Loan Draw Date, as applicable. Such Notice of Borrowing shall be irrevocable and shall specify (x) the principal amount of the proposed Loan, (y) whether the proposed Loan is requested to be a Prime Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (z) wire instructions for the account to which funds to the Borrowers should be deposited. Agent and the Lenders may act without liability upon the basis of written notice believed by the Agent in good faith to be from the Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing. Agent and each Lender shall be entitled to rely conclusively on the Borrowing Agent’s authority to request a Loan on behalf of the Borrowers until Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (iv) All Loans under this Agreement shall be made by the Lenders, to the account specified by Agent, no later than 3:00 p.m. (Chicago time) on the borrowing date of the proposed Loan, simultaneously and proportionately to their Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be funded made by it by the terms of this Agreement regardless of the failure by any other Lender, but not so funded. Unless previously terminated, Promptly upon receipt of all funds requested in the Term Loan Tranche 2 Commitment Termination DateNotice of Borrowing, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and Agent will make the Term Loan Tranche 2 Commitment Amount of each Lender as proceeds of such date shall be reduced Loans available to the Borrowers by causing an amount, in immediately available funds, equal to the proceeds of all such Lender’s Pro Rata Share of such total reduction Loans received by the Agent to the account provided by the Borrowing Agent in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect Notice of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of Borrowing for such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitmentspurpose.

Term Loan Amounts. (Ai) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (Bii) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Second Amendment Effective Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (iii) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 3 Activation Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date (the “Term Loan Tranche 3 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitments (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 3 Commitment Termination Date, the Term Loan Tranche 2 3 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 3 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 23. Unless previously terminated, upon the Term Loan Tranche 2 3 Commitment Termination Date, the Term Loan Tranche 2 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (iv) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date, (ii) in the case of a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) on the Second Amendment Effective Date or (iii) in the case of a Term Loan Tranche 3 borrowing, no later than 1:00 P.M. (Eastern time) ten (10) Business Days (or such shorter period as may be agreed by Agent and the Lenders) prior to such proposed borrowing. Notwithstanding anything to the contrary contained in this Section 2.1(a)(i), the parties hereto hereby acknowledge, confirm and agree that (A) immediately prior to the Second Amendment Effective Date, the Term Loan Tranche 1 Loans in aggregate principal amount of $32,500,000 (the “Existing Term Loans”) were outstanding, (B) such Existing Term Loans shall not be repaid on the Second Amendment Effective Date, but rather shall be re-evidenced by this Agreement as the Existing Term Loans outstanding hereunder, (C) the Term Loan Tranche 2 Loans made on the Second Amendment Effective Date shall be in an aggregate principal amount equal to $10,000,000 and (D) for all purposes of this Agreement and the other Financing Documents, the sum of the Existing Term Loans and the Term Loan Tranche 2 Loans made on the Second Amendment Effective Date shall constitute the Term Loans outstanding on the Second Amendment Effective Date in the aggregate principal amount of $42,500,000.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount the Lenders severally hereby agrees agree to make to Borrowers a Term Loan one or more term loans on one or more Business Days occurring after the Closing Date and on or prior to the Term Loan Commitment Termination Date (each, a “Term Loan Funding Date”) in an original aggregate principal amount equal not to exceed the Term Loan Tranche 1 Commitments on such Term Loan Funding Date (each such advance, a “Term Loan Advance” and collectively, the “Term Loan Tranche 1Loan”); provided that (i) the amount of any Term Loan Advance requested by Borrowers at such time shall not exceed the Term Loan Availability at such time, (ii) each Term Loan Advance shall be in a principal amount of $2,500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining amount of the Term Loan Commitments) and (iii) each Term Loan Advance shall reduce and partially terminate the Term Loan Commitment on a dollar-for-dollar basis. Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no No Borrower shall be entitled have any right to request and no Lender shall be required to advance reborrow any principal amount in respect portion of the Term Loan Tranche 2that is repaid or prepaid from time to time. Unless previously terminated, upon the Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan Tranche 2 Commitment Termination DateAdvance, the Term Loan Tranche 2 Commitment shall thereupon automatically such Notice of Borrowing to be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of delivered no later than noon (Eastern time) two (2) Business Days prior to such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitmentsproposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Closing Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment PercentageAmount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Tranche 2 Commitments. (C) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, on the Closing Date or (ii) in the case of a Term Loan Tranche 2 borrowing, no later than noon (Eastern time) ten (10) Business Days (or such shorter period as may be agreed by Agent and the Lenders) prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. The Term Loan may be funded in two advances as described above in an aggregate amount not to exceed the Term Loan Commitments. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15 case of a Term Loan Tranche 1 borrowing, on the Closing Date or (ii) in the case of a Term Loan Tranche 2 borrowing, no later than noon (Eastern time) fifteen (15) Business Days prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Second Amendment Effective Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (C) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 3 Activation Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date (the “Term Loan Tranche 3 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitments (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 3 Commitment Termination Date, the Term Loan Tranche 2 3 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 3 Commitment Amount of each Lender as of such date shall be reduced by such Xxxxxx’s Pro Rata Share of such total reduction in the Term Loan ​ ​ ​ Commitments. Without limiting the foregoing, until the Term Loan Tranche 3 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 3. (D) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 4 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Third Amendment Effective Date in an original aggregate principal amount equal to the Term Loan Tranche 4 Commitments (the “Term Loan Tranche 4”). Each such Lender’s obligation to fund the Term Loan Tranche 4 shall be limited to such Lender’s Term Loan Tranche 4 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (E) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 5 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 5 Activation Date and on or prior to the Term Loan Tranche 5 Commitment Termination Date (the “Term Loan Tranche 5 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 5 Commitments (the “Term Loan Tranche 5”). Each such Lender’s obligation to fund the Term Loan Tranche 5 shall be limited to such Lender’s Term Loan Tranche 5 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 35 Commitment Termination Date, the Term Loan Tranche 3 Commitment5 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 35 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 5 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 25. Unless previously terminated​ (F) (D) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, upon such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date, (ii) in the case of a Term Loan Tranche 2 Commitment Termination borrowing, no later than 12:00 P.M. (Eastern time) on the Second Amendment Effective Date or, (iii) in the case of a Term Loan Tranche 3 borrowing, no later than 1:00 P.M. (Eastern time) ten (10) Business Days (or such shorter period as may be agreed by Agent and the Lenders) prior to such proposed borrowing., (iv) in the case of a Term Loan Tranche 4 borrowing, no later than 12:00 ​ Notwithstanding anything to the contrary contained in this Section 2.1(a)(i), the parties hereto hereby acknowledge, confirm and agree that (A) immediately prior to the SecondThird Amendment Effective Date, the Term Loan Tranche 1 Loans in aggregate principal amount of $32,500,000 (the “Existing ​ Tranche 1 Term Loans”) were outstanding, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated Loans in an aggregate principal amount of $10,000,000 (the “Existing Tranche 2 Term Loans”) were outstanding, and the Term Loan Tranche 3 Loans in an aggregate principal amount of $10,000,000 (the “Existing Tranche 3 Term Loans” and together with the Existing Tranche 1 Term Loans and Existing Tranche 2 Commitment Amount of each Lender as of Term Loans, the “Existing Term Loans”) were outstanding, (B) such date Existing Term Loans shall not be repaid on the SecondThird Amendment Effective Date, but rather shall be reduced re-evidenced by such Lender’s Pro Rata Share of such total reduction in this Agreement as the Existing Term Loans outstanding hereunder, (C) the Term Loan Commitments.Tranche 24 Loans made on the SecondThird Amendment Effective Date shall be in an aggregate principal amount equal to $10,000,00011,250,000 and (D) for all purposes of this Agreement and the other Financing Documents, the sum of the Existing Term Loans and the Term Loan Tranche 24 Loans made on the SecondThird Amendment Effective Date shall constitute the Term Loans outstanding on the SecondThird Amendment Effective Date in the aggregate principal amount of $42,500,00063,750,000. ​

Term Loan Amounts. (Ai) On Subject to the terms and subject to the conditions set forth herein and in the other Financing Documentsherein, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to shall make to Borrowers Quantum a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to such Lender’s Commitment with respect to the Closing Date as set forth on Schedule 1.1 hereto. The Commitments of the Lenders to make the Term Loan Tranche 1 Commitments (on the “Closing Date will expire concurrently with the making of the Term Loan Tranche 1”on the Closing Date. (ii) [Reserved]. (iii) Borrowers shall not have any right to reborrow any portion of the Term Loan which is repaid or prepaid from time to time. (iv) [Reserved]. (v) The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 2:00 p.m. three Business Days prior to the Closing Date (or such shorter period that Agent may agree). Such Notice of Borrowing shall be irrevocable and shall specify (x) the principal amount of the proposed Loans to be drawn on the Closing Date, (y) whether the proposed Loan is requested to be a Prime Rate Loan or a LIBOR Rate Loan, and (z) wire instructions for the account to which funds to the Borrowers should be deposited. Agent and the Lenders may act without liability upon the basis of written notice believed by the Agent in good faith to be from the Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing. Agent and each Lender shall be entitled to rely conclusively on the Borrowing Agent’s authority to request a Loan on behalf of the Borrowers until Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (vi) All Loans to be made on the Closing Date under this Agreement shall be made by the Lenders, to the account specified by Agent, no later than 12:00 noon (New York time) on the Closing Date, simultaneously and proportionately to their Commitments, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to fund the Term make a Loan Tranche 1 requested hereunder, and each Lender shall be limited obligated to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan make the Loans required to be funded made by it by the terms of this Agreement regardless of the failure by any other Lender. Promptly upon receipt of all funds from each Lender sufficient to make the Loans requested for the applicable date in the Notice of Borrowing, but not so funded. (B) On the terms and subject Agent will make the proceeds of such Loans available to the conditions set forth herein and Borrowers by causing an amount, in the other Financing Documentsimmediately available funds, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (proceeds of all such Loans received by the “Term Loan Tranche 2”). Each such Lender’s obligation to fund Agent for the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required applicable DB1/ 123142411.13 date to be funded wired to the account provided by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction Borrowing Agent in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect Notice of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of Borrowing for such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitmentspurpose.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documentsherein, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date term loan in an original aggregate principal amount equal to the such Lender’s Term Loan Tranche 1 Commitments Commitment Percentage (collectively, the “Term Loan Tranche 1Loan”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. The Term Loan may be funded in two advances (each, a “Tranche”): Twenty Five Million Dollars ($25,000,000) shall be drawn on the Closing Date (“Tranche 2 Commitment Termination DateA”) and an additional Five Million Dollars ($5,000,000) may be drawn during the first six (6) months from the Closing Date (“Tranche B”), in an aggregate amount not to exceed the Term Loan Tranche 2 Commitments Commitment, but no advances under the Term Loan shall be made after the six (6) month anniversary date of the Closing Date, and any portion of the Term Loan Commitment not funded as of the close of business on the six (6) month anniversary date of the Closing Date shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan CommitmentsCommitment. Without limiting If Borrowers have not drawn Tranche B as of the foregoingclose of business on the six (6) month anniversary of the Closing Date, until Borrowers shall pay to Administrative Agent, for the benefit of all Lenders committed to make Term Loan advances on the Closing Date a non-utilization fee of Two Hundred Thousand Dollars ($200,000). Notwithstanding anything to the contrary provided for in the foregoing or otherwise in this Agreement, as of the close of business on the six (6) month anniversary date of the Closing Date, if the total aggregate amount of all advances under the Term Loan Tranche 2 Activation Date has occurredrequested by Borrowers and funded by Lenders as of such date shall not equal Thirty Million Dollars ($30,000,000), no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect then as of such date the Term Loan Tranche 2. Unless previously terminated, upon Commitment shall be automatically reduced by an amount equal to the difference between Thirty Million Dollars ($30,000,000) and such total aggregate amount of all advances under the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated made as of such date and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan CommitmentsCommitment. If drawn, Tranche B shall be drawn by Borrowers in its entirety. Borrowers shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the such Lender’s Term Loan Tranche 1 Commitments Commitment Amount (collectively, the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment PercentageAmount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal to the such Lender’s Term Loan Tranche 2 Commitments Commitment Amount (collectively, the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment PercentageAmount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. (C) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Each of the Term Loan Tranche 1 and the Term Loan Tranche 2 may be funded in one advance in an aggregate amount not to exceed the Term Loan Tranche 1 Commitment Amount and the Term Loan Tranche 2 Commitment Amount, as applicable. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date and (ii) in the case of a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) ten (10) Business Days (or such shorter period as may be agreed by Agent and the Lenders) prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitments Commitment (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan term loan on a Business Day occurring on or after within one hundred eighty (180) days of the Term Loan Tranche 2 Activation Date and on or but in any event prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche 2 Funding Date”) , in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments Commitment (the “Term Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon terminated pursuant to the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminatedterms hereof, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments; provided that, for the avoidance of doubt, any Loans funded under Term Loan Tranche 2 prior to such date shall remain outstanding and remain subject to the terms hereof. (C) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. The Term Loan may be funded in two advances in an aggregate amount not to exceed the Term Loan Commitments. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, no later than noon (Eastern time) two (2) Business Days prior to such proposed borrowing or (ii) in the case of a Term Loan Tranche 2 borrowing, no later than noon (Eastern time) fifteen (15) days (or such shorter period as may be agreed by Agent and the Lenders) prior to such proposed borrowing.

Term Loan Amounts. (A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal to the such Lender’s Term Loan Tranche 1 Commitments Commitment Amount (the “Term Loan Tranche 1”). Each such Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment PercentageAmount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. The Term Loan Tranche 1 shall be funded in one advance on the Closing Date. (B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2 Commitment Amount severally hereby agrees to make to Borrowers a one or more Term Loan Loans on a one or more Business Day Days occurring on or after the Term Loan Tranche 2 Activation Closing Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the each a “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount equal not to exceed the Term Loan Tranche 2 Commitments of such Lender on such Term Loan Tranche 2 Funding Date (each such Term Loan, a “Term Loan Tranche 2 Advance” and collectively, the “Term Loan Tranche 2”); provided that (i) the amount of any Term Loan Tranche 2 Advance requested by Borrowers at such time shall not exceed the Term Loan Tranche 2 Availability at such time and (ii) each Term Loan Tranche 2 Advance shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof. Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment PercentagePercentage in respect of the requested Term Loan Tranche 2 Advance, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.Loan