Common use of Term Loan Amounts Clause in Contracts

Term Loan Amounts. (a) On the terms and subject to the conditions set forth herein, the Lenders hereby agree to make to Borrower on the Closing Date a term loan in an original principal amount equal to $110,000,000 (the “Term A Loan”). Each Lender’s obligation to fund the Term A Loan shall be limited to such Lender’s Term Loan Commitment Percentage 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, and no Lender shall 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 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 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, Agent will make the proceeds of such 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitments (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitments shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in 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 amountCommitments. Borrower shall not have any right to reborrow any portion of Without limiting the Delayed Draw foregoing, until the Term Loan which is repaid or prepaid from time to time. On each Delayed Draw Term Loan Draw DateTranche 2 Activation Date has occurred, 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) no 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 required to advance any default 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 any other Lender in that other such Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment Pro Rata Share 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 made by it by the terms of this Agreement regardless of the failure by any other Lender. Promptly upon receipt of all funds requested such total reduction in the Notice of Borrowing, Agent will make the proceeds of such 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 purposeTerm Loan Commitments. (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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) Under the Original Credit Agreement, the Lenders thereunder made term loans to Borrowers in the principal 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 such Existing Term Loan, the Term Loan Tranche 1 Commitment (as defined in the 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 is $8,500,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 1” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 1 Commitment Amount 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 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 repay each of Term Loan Tranche 1, Term Loan Tranche 2 and Term Loan Tranche 3 in accordance with the terms and provisions of this Agreement and the other Financing Documents. (B) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 4 Commitment severally hereby agree agrees to make to Borrower on the Closing Date 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 $110,000,000 the Term Loan Tranche 4 Commitment (the “Term A LoanLoan Tranche 4”). Each such Lender’s obligation to fund the Term A Loan Tranche 4 shall be limited to such Lender’s Term Loan Tranche 4 Commitment Percentage 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 LoanPercentage, 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. 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. Without limiting the foregoing, until the Term Loan Tranche 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 4. (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 5 Commitment severally hereby agrees to make to Borrowers a term loan on or after the Term Loan Tranche 5 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 5 Commitment (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 Amount, and no Lender shall be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedWithout limiting the foregoing, each Delayed Draw until the Term Loan Tranche 5 Activation Date has occurred, no Borrower shall become part of, be entitled to request and have all of the terms and conditions applicable no Lender shall be required to (including without limitation advance any principal amount 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 Tranche 5. (unless otherwise agreed by Agent in its discretionD) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 LoanTerm Loan Tranche 1, 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 Term 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 AgentTranche 2 or Term Loan Tranche 3 borrowing, no later than 3:00 p.m. 12:00 P.M. (Chicago Eastern time) on the borrowing date of the Business Day prior to such 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 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, Agent will make the proceeds of such 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 Defaultborrowing, (ii) whether any in the case of a Term Loan Tranche 4 borrowing, no later than 12:00 P.M. (Eastern time) on the other applicable conditions precedent have not been satisfied or the Commitments have been terminated for any reasonday of such proposed borrowing, or (iii) any other contrary provision of this Agreement, to make in 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies case of a Lender holding Term Loan Tranche 5 borrowing, no later than 12:00 P.M. (Eastern time) on the Loansday of such proposed borrowing.

Term Loan Amounts. (ai) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitments (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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. (ii) 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 the Second Amendment Effective 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fund. When be funded by any other Lender, but not so funded, each Delayed Draw Term Loan shall become part of, and have all of . (iii) On the terms and subject to the conditions applicable 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 (including without limitation the “Term Loan Tranche 3 Funding Date”) in respect 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 pricingany Term Loan required to be funded by any other Lender, repayments and maturity)but not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 3 Commitments shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 3 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw Term Loan Commitments. Without limiting the foregoing, until the Term Loan Tranche 3 Activation Date has occurred, no Borrower shall be in a minimum entitled to request and no Lender shall be required to advance any principal amount in respect of $5,000,000 the Term Loan Tranche 3. 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. (unless otherwise agreed by Agent in its discretioniv) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. 12:00 P.M. (Chicago Eastern 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 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, Agent will make the proceeds of such 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 DefaultClosing Date, (ii) whether any in the case of a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) on the other applicable conditions precedent have not been satisfied or the Commitments have been terminated for any reason, Second Amendment Effective Date or (iii) any other 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 provision 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 this Agreement, to make $32,500,000 (the Loans to Borrower on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a“Existing Term Loans”) to preserve or protect the Collateral, or any portion thereofwere outstanding, (bB) 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 enhance the likelihood of, or maximize the amount of, repayment of the Loans $10,000,000 and other Obligations, or (cD) to pay any other amount chargeable to the Obligors pursuant to the terms for all purposes of this Agreement (and the “Protective Advances”). Lenders holding other Financing Documents, the Loans shall be 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 sum of the outstanding Loans. To Existing Term Loans and 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 Protective Advances funded by Agent shall be deemed to be the Term Loan Tranche 2 Loans made by and owing to Agent, and Agent on the Second Amendment Effective Date shall be entitled to all rights (including accrual constitute the Term Loans outstanding on the Second Amendment Effective Date in the aggregate principal amount of interest) and remedies of a Lender holding the Loans$42,500,000.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Closing Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date in an original aggregate principal amount equal to the Term Loan Tranche 2 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 Amount, and no Lender shall be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw Term Loan shall be in a minimum principal amount of $5,000,000 Tranche 2 Commitments. (unless otherwise agreed by Agent in its discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 LoanTerm Loan Tranche 1 borrowing, on the initial Interest Period with respect thereto, and Closing Date or (zii) wire instructions for in the account to which funds to Borrower should be deposited. Agent and the Lenders may act without liability upon the basis case 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 Term 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 AgentTranche 2 borrowing, no later than 3:00 p.m. noon (Chicago Eastern time) on the borrowing date of the proposed Loan, simultaneously and proportionately to their Commitment, it being understood that no Lender shall ten (10) Business Days (or such shorter period as may 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 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, Agent will make the proceeds of such Loans available to Borrower by causing an amount, in immediately available funds, equal to the proceeds of the Loans received agreed by Agent and the Lenders) prior to the account provided by the Borrowing Agent in the Notice of Borrowing for such purposeproposed borrowing. (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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (a) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders severally hereby agree to make to Borrower Borrowers 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 “Term Loan Funding Date”) in an original aggregate principal amount equal not to $110,000,000 exceed the Term Loan Commitments on such Term Loan Funding Date (each such advance, a “Term Loan Advance” and collectively, the “Term A Loan”); 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 Lender’s obligation to fund the Term A Loan shall be limited to such Lender’s Term Loan Commitment Percentage of the Term A LoanPercentage, 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. Unless previously terminated, upon the Term Loan Commitment Termination Date, the Term Loan Commitments shall thereupon automatically be terminated and no the Term Loan Commitment Amount of each Lender as of such date shall be relieved reduced by such Lender’s Pro Rata Share of its obligation to fund such total reduction in the Term A Loan because another Lender has failed to fundCommitments. No Borrower shall not have any right to reborrow any portion of the Term A Loan which that 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, and no Lender shall 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 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw DateAdvance, 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 to 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, delivered no later than 3:00 p.m. noon (Chicago Eastern time) on the borrowing date of the two (2) Business Days prior to such 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 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, Agent will make the proceeds of such 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 purposeborrowing. (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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (ai) On OnSubject to the terms and subject to the conditions set forth herein, the Lenders each Lender hereby agree agrees to make makemade to Borrower Quantum (A) a term loan on the Closing Date a term loan in an original principal amount equal to $110,000,000 (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 A Loan for U.S. federal income tax purposes and will reduce the issue price of the Term Loan”). Each Lender’s obligation to fund the Term A Loan shall be limited to such Lender’s Term Loan Commitment Percentage of the Term A LoanCommitment, 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 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 (x) to make the Term A Loan on the Closing Date shall expire expireexpired concurrently with the making of the Term A 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, 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 Lender hereby agree agrees to make to Borrower on each Delayed Draw Term Loan Draw Date Quantum a delayed draw term loan up to on the Fourth Amendment Effective Date in an aggregate original principal amount for all Delayed Draw Term Loans equal to (A) such Lender’s Fourth Amendment Commitment as set forth on Schedule 1.1 hereto less (B) the Delayed Draw 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 Amount at such time (a “Delayed Draw for U.S. federal income tax purposes and will reduce the issue price of the Term Loan”; and, when funded, together with the Term A Loan, the “Term Loan”). Each Lender’s obligation to fund a Delayed Draw the Term Loan on the Fourth Amendment Effective Date shall be limited to such Lender’s Delayed Draw Term Loan Commitment Percentage of such Delayed Draw Term LoanFourth Amendment Commitment, and no Lender shall have any obligation to fund any portion of any Delayed Draw 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 any Delayed Draw the Term Loan because another Lender has failed to fund. When funded, each Delayed Draw Term Loan shall become part of, and have all The Fourth Amendment Commitments of the terms and conditions applicable Lenders to (including without limitation in respect of pricing, repayments and maturity), make the Term Loan for all purposes hereunder and under on the other Loan Documents and Fourth Amendment Effective Date shall be secured by expire concurrently with the Collateral in all respects. Each Delayed Draw making of the Term Loan shall be in a minimum principal amount of $5,000,000 on the Fourth Amendment Effective Date. (unless otherwise agreed by Agent in its discretioniii) and in integral multiples of $1,000,000 in excess of that amount. Borrower Borrowers shall not have any right to reborrow any portion of 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. (civ) Borrower The term loans made on the Fourth Amendment Effective Date shall deliver to Agent constitute a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day separate tranche from the term loans outstanding immediately prior to the Closing Date or a Delayed Draw Term Loan Draw Fourth Amendment Effective 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 Borrowers and the Lenders may act without liability upon the basis 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 written notice believed by Agent in good faith to be from Borrower. Borrower hereby waives the right to dispute Agent’s record Section 1271 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 BorrowingCode. (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 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, Agent will make the proceeds of such 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (a) On the terms and subject to the conditions set forth herein, the Lenders hereby agree each Lender severally agrees to make to Borrower on the Closing Date Borrowers a term loan in an original principal amount equal to $110,000,000 (the “Term A Loan”). Each Lender’s obligation to fund the Term A Loan shall be limited to such Lender’s Term Loan Commitment Percentage 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 Loancollectively, the “Term Loan”). Each Lender’s obligation to fund a Delayed Draw the Term Loan shall be limited to such Lender’s Delayed Draw Term Loan Commitment Percentage of such Delayed Draw Term LoanPercentage, 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, and no Lender shall 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. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that is repaid or prepaid from time to time. On each Delayed Draw The Term Loan Draw may be funded in two advances (each, a “Tranche”): Twenty Five Million Dollars ($25,000,000) shall be drawn on the Closing Date (“Tranche A”) 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 Commitment, but no advances under the Term Loan shall be made after the six (6) month anniversary date of the Closing Date, the Commitments 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 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 Commitment. If Borrowers have not drawn Tranche B as of the close of business on the six (6) month anniversary of the Closing Date, Borrowers shall pay to Administrative Agent, for the benefit of all Lenders committed to make Delayed Draw Term Loans 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 requested by Borrowers and funded by Lenders as of such date shall not equal Thirty Million Dollars ($30,000,000), then as of such date the Term Loan Commitment shall be permanently automatically reduced on a dollar-for-dollar basis in by an amount equal to the Delayed Draw difference between Thirty Million Dollars ($30,000,000) and such total aggregate amount of all advances under the Term Loan made on as of such Delayed Draw Term Loan Draw Date, date and the Delayed Draw Term Loan Commitments of all Lenders shall expire on the Delayed Draw Term Loan Commitment Termination Date. (c) Borrower 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 Commitment. If drawn, Tranche B shall be drawn by Borrowers in its entirety. Borrowers shall deliver to Administrative Agent a Notice of BorrowingBorrowing with respect to each proposed Term Loan advance, not such Notice of Borrowing to be delivered no later than 10:00 a.m. noon (Chicago time) at least one two (2) Business Day Days 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 such 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 Borrowingborrowing. (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 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, Agent will make the proceeds of such 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth herein, the Lenders hereby agree each Lender with a Term Loan Tranche 1 Commitment made to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 40,000,000 (the “Term A LoanLoan Tranche 1”). (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 made to Borrowers a term loan, which was made in two installments on and prior to the Third Amendment Effective Date, in an original aggregate amount of $20,461,166 (the “Term Loan Tranche 2”); (C) On the terms and subject to the conditions set forth herein, each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make to Borrowers a term loan on the Fourth Amendment Effective Date in an original aggregate principal amount of $25,000,000 (the “Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term A Loan Tranche 3 shall be limited to such Lender’s Term Loan Commitment Percentage 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 LoanTranche 3, 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, and no Lender shall 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 discretionD) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, 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 to 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, delivered no later than 3:00 p.m. noon (Chicago Eastern time) two (2) Business Days prior to such proposed borrowing; provided that for the borrowing of the Term Loan on the borrowing date of the proposed LoanClosing Date, 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 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, Agent will make the proceeds of such 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 may deliver the Notice of Borrowing for 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 purpose. (e) Agent is hereby authorized by proposed borrowing, which notice shall set forth the Obligors and Lendersproposed date of borrowing, at any time except in Agent’s sole discretion, regardless of (i) connection with the existence of a Default or an Event of Default, (ii) whether any $5,000,000 advance of the other applicable conditions precedent have Term Loan Tranche 2 on the Second Amendment Effective Date when such prior notice shall 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loansrequired.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower on Borrowers a term loan within two (2) Business Days of the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 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 in an original aggregate principal amount equal to the Term Loan Tranche 2 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under 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 Documents 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 secured by the Collateral in all respects. Each Delayed Draw 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 a minimum principal amount of $5,000,000 the Term Loan Commitments. (unless otherwise agreed by Agent in its discretionD) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. 12:00 P.M. (Chicago Eastern time) on the Business Day prior to such proposed 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 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, Agent will make the proceeds of such 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 in the case of the other applicable conditions precedent have not been satisfied a Term Loan Tranche 2 or the Commitments have been terminated for any reasona Term Loan Tranche 3 borrowing, no later than noon (Eastern time) fifteen (15) Business Days (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 such shorter period as may be 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 Protective Advances funded agreed by Agent shall be deemed and the Lenders) prior to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loanssuch proposed borrowing.

Term Loan Amounts. (ai) On the terms and subject to the conditions set forth herein, the Lenders each Lender hereby agree agrees to make to Borrower Quantum (A) a term loan on the Closing Date a term loan in an original principal amount equal to $110,000,000 (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 A Loan for U.S. federal income tax purposes and will reduce the issue price of the Term Loan”). Each Lender’s obligation to fund the Term A Loan shall be limited to such Lender’s Term Loan Commitment Percentage of the Term A LoanCommitment, 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 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 (x) to make the Term A Loan on the Closing Date shall expire concurrently with the making of the Term A Loan on the Closing Date. Date and (by) 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, and no Lender shall 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 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 Date shall expire concurrently with the making of the Term Loan Commitment Termination 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. (cii) Borrower The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least 2:00 p.m. 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 LoanLoans to be drawn on each of the Closing Date and the Delayed Draw Date, (y) whether the each 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 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 Borrowerthe Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing absent manifest errorBorrowing. Agent and each Lender shall be entitled to rely conclusively on Borrowerthe 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. (diii) The All Loans under this Agreement shall be made by the Lenders, to the account specified by Agent, no later than 3:00 p.m. 12:00 noon (Chicago New York time) on the borrowing date 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 proposed LoanDelayed 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 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 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, the Agent will make the proceeds of such Loans available to Borrower the Borrowers by causing an amount, in immediately available funds, equal to the proceeds of the all such Loans received by the Agent for the applicable date to be wired 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 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 in an original aggregate principal amount equal to the Term Loan Tranche 2 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When funded, each Delayed Draw Upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw Term Loan shall be in a minimum principal amount of $5,000,000 Commitments. (unless otherwise agreed by Agent in its discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that is repaid or prepaid from time to time. On each Delayed Draw Each of the Term Loan Draw Date, Tranche 1 and the Commitments of the Lenders to make Delayed Draw Term Loans shall Loan Tranche 2 may be permanently reduced on a dollar-for-dollar basis funded in one advance in an aggregate amount equal not to exceed the Delayed Draw Term Loan made on such Delayed Draw Tranche 1 Commitment Amount and the Term Loan Draw DateTranche 2 Commitment Amount, and the Delayed Draw Term Loan Commitments of all Lenders shall expire on the Delayed Draw Term Loan Commitment Termination Date. (c) Borrower as applicable. Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. noon (Chicago Eastern time) on the two (2) Business Days prior to such proposed 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 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, Agent will make the proceeds of such 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 in the case of the other applicable conditions precedent have not been satisfied a Term Loan Tranche 2 borrowing, no later than noon (Eastern time) fifteen (15) Business Days (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 such shorter time as may be 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 Protective Advances funded agreed by Agent shall be deemed and the Lenders) prior to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loanssuch proposed borrowing.

Term Loan Amounts. (ai) <On the terms and subject to the conditions set forth herein, the Lenders hereby agree to make to Borrower Quantum on the Closing Date a term loan in an original principal amount equal to $110,000,000 50,000,000 (the “Term A Loan”). Each Lender’s obligation to fund the Term A Loan shall be limited to such Lender’s Term Loan Commitment Percentage 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 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.> (bi) 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, Borrower Borrowing Agent (each such date, a “Second Delayed Draw Term Loan Draw Date”), so long as, in each caseinstance, each of the Delayed Draw Funding Conditions shall have been satisfied, the Lenders hereby agree to make to Borrower Quantum on each Second Delayed Draw Term Loan Draw Date a Dates delayed draw term loan <loan>loans up to an aggregate original principal amount amount, for all Delayed Draw Term Loans such delayed draw term loans, equal to the <Incremental>Second Delayed Draw Term Loan Amount at such time (<the “Incremental>each, a “Second Delayed Draw Term Loan”; and<, when funded, together with the Term A LoanOriginal> 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 a <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, and no Lender shall 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 Loan Other 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 Borrowers shall not have any right to reborrow any portion of the Delayed Draw Term Loan which is repaid or prepaid from time to time. On each Delayed Draw Term Loan Draw Date, the 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 on a dollar-for-dollar basis in an by the original principal amount equal to of, and upon the making of, each First Delayed Draw Term Loan, each Second Delayed Draw Term Loan made 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 such the applicable 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. (ciii) Borrower The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior to on the Closing Date or a 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 Borrower 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 Borrowerthe Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing absent manifest errorBorrowing. Agent and each Lender shall be entitled to rely conclusively on Borrowerthe 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. (div) The 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 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, the Agent will make the proceeds of such Loans available to Borrower the Borrowers by causing an amount, in immediately available funds, equal to the proceeds of the all such Loans received by the 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitments (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 in an original aggregate principal amount equal to the Term Loan Tranche 2 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 Amount, and no Lender shall be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw Term Loan shall be in a minimum principal amount of $5,000,000 Commitments. (unless otherwise agreed by Agent in its discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent and Term Loan Servicer a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. 12:00 P.M. (Chicago Eastern time) on the borrowing date of the proposed Loan, simultaneously Closing Date 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 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, Agent will make the proceeds of such 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 in the case of the other applicable conditions precedent have not been satisfied a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) fifteen (15) Business Days (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 such shorter period as may be agreed by Agent, in its reasonable business judgmentTerm Loan Servicer and the Lenders) prior to such proposed borrowing. MidCap / Viewray / Credit, 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 Security 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.Guaranty Agreement

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitments (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 the Second Amendment Effective 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fund. When be funded by any other Lender, but not so funded, each Delayed Draw Term Loan shall become part of, and have all of . (C) On the terms and subject to the conditions applicable 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 (including without limitation the “Term Loan Tranche 3 Funding Date”) in respect 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 pricingany Term Loan required to be funded by any other Lender, repayments and maturity)but not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 3 Commitments shall thereupon automatically be terminated and under the Term Loan Tranche 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 Documents and 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 secured 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 Collateral terms and subject to the conditions set forth herein and in all respectsthe 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 Delayed Draw 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 a minimum the Term Loan Commitments. 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 $5,000,000 the Term Loan Tranche 5. ​ (unless otherwise agreed by Agent in its discretionF) and in integral multiples of $1,000,000 in excess of that amount. (D) No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. 12:00 P.M. (Chicago Eastern 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 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, Agent will make the proceeds of such 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 DefaultClosing Date, (ii) whether any in the case of a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) on the other applicable conditions precedent have not been satisfied or the Commitments have been terminated for any reasonSecond Amendment Effective Date or, or (iii) any other contrary provision in the case of this Agreementa 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 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 thereofsuch proposed borrowing., (biv) in the case of a Term Loan Tranche 4 borrowing, no later than 12:00 ​ Notwithstanding anything to enhance the likelihood ofcontrary contained in this Section 2.1(a)(i), or maximize 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 ofof $32,500,000 (the “Existing ​ Tranche 1 Term Loans”) were outstanding, repayment the Term Loan Tranche 2 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 other ObligationsExisting Tranche 2 Term Loans, or the “Existing Term Loans”) were outstanding, (cB) such Existing Term Loans shall not be repaid on the SecondThird Amendment Effective Date, but rather shall be re-evidenced by this Agreement as the Existing Term Loans outstanding hereunder, (C) the Term Loan Tranche 24 Loans made on the SecondThird Amendment Effective Date shall be in an aggregate principal amount equal to pay any other amount chargeable to the Obligors pursuant to the terms $10,000,00011,250,000 and (D) for all purposes of this Agreement (and the “Protective Advances”). Lenders holding other Financing Documents, the Loans shall be 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 sum of the outstanding Loans. To Existing Term Loans and 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 Protective Advances funded by Agent shall be deemed to be the Term Loan Tranche 24 Loans made by and owing to Agent, and Agent on the SecondThird Amendment Effective Date shall be entitled to all rights (including accrual constitute the Term Loans outstanding on the SecondThird Amendment Effective Date in the aggregate principal amount of interest) and remedies of a Lender holding the Loans.$42,500,00063,750,000. ​

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Term Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment Amount of such Term Lender (the “Term A LoanLoan Tranche 1”). Each such Term Lender’s obligation to fund the Term A Loan Tranche 1 shall be limited to such Term Lender’s Term Loan Tranche 1 Commitment Percentage of the Term A LoanAmount, and no Term Lender shall have any obligation to fund any portion of the any Term A Loan required to be funded by any other Term 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. (bB) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, at the election of, and on Business Days during the Delayed Draw each Term Lender with a Term Loan Tranche 2 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 severally hereby agree agrees to make to Borrower Borrowers a term loan on each Delayed Draw a Business Day occurring on or after the Closing Date and prior to the Term Loan Draw Tranche 2 Commitment Termination 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 LoanLoan Tranche 2 Funding Date”) in an original aggregate principal amount equal to (but not less than) the Term Loan Tranche 2 Commitment Amount of such Term Lender (the “Term Loan Tranche 2”). Each such Term Lender’s obligation to fund a Delayed Draw the Term Loan Tranche 2 shall be limited to such Term Lender’s Delayed Draw Term Loan Tranche 2 Commitment Percentage of such Delayed Draw Term LoanAmount, and no Term Lender shall have any obligation to fund any portion of any Delayed Draw Term Loan required to be funded by any other Term Lender, but not so funded. Unless previously terminated, and no Lender shall be relieved of its obligation to fund any Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Term Lender as of such date shall be secured by the Collateral in all respects. Each Delayed Draw Term Loan shall be in a minimum principal amount of Zero Dollars ($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 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 Date0). (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 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, Agent will make the proceeds of such 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 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 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in 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 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 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, Agent will make the proceeds of such 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.Commitments

Term Loan Amounts. (ai) On Subject to the terms and subject to the conditions set forth herein, the Lenders hereby agree to each Lender shall make to Borrower Quantum a term loan on the Closing Date a term loan in an original principal amount equal to $110,000,000 (the “Term A Loan”). Each Lender’s obligation to fund the Term A Loan shall be limited 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 Commitment Percentage on the Closing Date will expire concurrently with the making of the Term A Loan, and no Lender shall have any obligation to fund any portion of Loan on 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 Closing Date. (ii) [Reserved]. (iii) 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. (biv) 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, and no Lender shall 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 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[Reserved]. (cv) Borrower The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one 2:00 p.m. three Business Day Days prior to the Closing Date (or a Delayed Draw Term Loan Draw Date, as applicablesuch shorter period that Agent may agree). Such Notice of Borrowing shall be irrevocable and shall specify (x) the principal amount of the proposed LoanLoans 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, 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 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 Borrowerthe Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing absent manifest errorBorrowing. Agent and each Lender shall be entitled to rely conclusively on Borrowerthe 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. (dvi) The 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 3:00 p.m. 12:00 noon (Chicago New York time) on the borrowing date of the proposed LoanClosing Date, simultaneously and proportionately to their CommitmentCommitments, 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 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, the Agent will make the proceeds of such Loans available to Borrower the Borrowers by causing an amount, in immediately available funds, equal to the proceeds of the all such Loans received by the Agent for the applicable DB1/ 123142411.13 date to be wired 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 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 in an original aggregate principal amount equal to the Term Loan Tranche 2 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under 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 Documents 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 secured 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 Collateral 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 all respectsthe 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 Delayed Draw 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 a minimum principal amount of $5,000,000 the Term Loan Commitments (unless otherwise agreed by Agent in its discretionE) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. noon (Chicago Eastern time) on the borrowing date of the two (2) Business Days prior to such 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 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, Agent will make the proceeds of such 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 Defaultborrowing, (ii) whether any in the case of the other applicable conditions precedent have not been satisfied or the Commitments have been terminated for any reasona Term Loan Tranche 2, or no later than noon (Eastern time) five (5) Business Days prior to such proposed borrowing, and (iii) any other contrary provision in the case of this Agreementa Term Loan Tranche 3 or a Term Loan Tranche 4 borrowing, to make the Loans to Borrower on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary no later than noon (Eastern time) ten (10) Business Days (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 such shorter period as may be 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 Protective Advances funded agreed by Agent shall be deemed and the Lenders) prior to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loanssuch proposed borrowing.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitments (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 in an original aggregate principal amount equal to the Term Loan Tranche 2 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 Amount, and no Lender shall be relieved of its have any MidCap / Apyx Medical / Credit, Security and Guaranty Agreement obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under 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 Documents 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 secured by the Collateral in all respects. Each Delayed Draw 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 a minimum principal amount of $5,000,000 the Term Loan Commitments. (unless otherwise agreed by Agent in its discretionD) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent and Term Loan Servicer a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. 12:00 P.M. (Chicago Eastern time) on the borrowing date of the proposed Loan, simultaneously Closing Date 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 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, Agent will make the proceeds of such 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 in the case of the other applicable conditions precedent have not been satisfied a Term Loan Tranche 2 borrowing or the Commitments have been terminated for any reasonTerm Loan Tranche 3 borrowing, no later than 12:00 P.M. (Eastern time) fifteen (15) Business Days (or (iii) any other contrary provision of this Agreement, to make the Loans to Borrower on behalf of Lenders which such shorter period as may be agreed by Agent, in its reasonable business judgment, deems necessary or desirable (aTerm Loan Servicer and the Lenders) prior 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loansproposed borrowing.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitments (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitments shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in 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 amountCommitments. Borrower shall not have any right to reborrow any portion of Without limiting the Delayed Draw foregoing, until the Term Loan which is repaid or prepaid from time to time. On each Delayed Draw Term Loan Draw DateTranche 2 Activation Date has occurred, 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) no 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 required to advance any default by any other Lender principal amount 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 respect of the default by any other Lender in that other Lender’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be 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, Agent will make the proceeds of such 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 purposeTranche 2. (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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower on the Closing Date Borrowers a term loan on a Business Day occurring on or after the Term Loan Tranche 1 Activation Date (the “Term Loan Tranche 1 Funding Date”) in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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. 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 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 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 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under 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 Loan Documents and shall be secured by the Collateral in all respects. Each Delayed Draw Financing Documents, each Lender with a Term Loan shall be in Tranche 3 Commitment severally hereby agrees to make to Borrowers 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 term loan on a Business Day occurring on or after the Delayed Draw Term Loan which is repaid or prepaid from time Tranche 3 Activation Date and prior to time. On each Delayed Draw the Term Loan Draw Tranche 3 Commitment Termination Date (the “Term Loan Tranche 3 Funding Date, the Commitments of the Lenders to make Delayed Draw Term Loans shall be permanently reduced on a dollar-for-dollar basis ”) in an original aggregate principal amount equal to the Delayed Draw Term Loan made on such Delayed Draw Tranche 3 Commitment (the “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 applicableTranche 3”). 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 Each 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 fund the Term Loan requested hereunderTranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and each no Lender shall be obligated have any obligation to make the Loans fund any portion of any Term Loan required to be made by it by the terms of this Agreement regardless of the failure funded by any other Lender, but not so funded. Promptly Unless previously terminated, upon receipt 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 all funds requested each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Notice of Borrowing, Agent will make the proceeds of such 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 purposeTerm Loan Commitments. (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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 severally hereby agrees to make to Borrowers a term loan on a Business Day occurring within one hundred eighty (180) days of the Term Loan Tranche 2 Activation Date but in any event prior Term Loan Tranche 2 Commitment Termination Date, in an original aggregate principal amount equal to the Term Loan Tranche 2 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated pursuant to the terms hereof, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw Term Loan Commitments; provided that, for the avoidance of doubt, any Loans funded under Term Loan Tranche 2 prior to such date shall be in a minimum principal amount of $5,000,000 remain outstanding and remain subject to the terms hereof. (unless otherwise agreed by Agent in its discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that is repaid or prepaid from time to time. On each Delayed Draw The Term Loan Draw Date, the Commitments of the Lenders to make Delayed Draw Term Loans shall may be permanently reduced on a dollar-for-dollar basis funded in two advances in an aggregate amount equal not to exceed 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 Commitments. Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. noon (Chicago Eastern time) on the two (2) Business Days prior to such proposed 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 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, Agent will make the proceeds of such 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 in the case of the other applicable conditions precedent have not been satisfied a Term Loan Tranche 2 borrowing, no later than noon (Eastern time) fifteen (15) days (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 such shorter period as may be 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 Protective Advances funded agreed by Agent shall be deemed and the Lenders) prior to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loanssuch proposed borrowing.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth herein, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 severally hereby agrees to make to Borrowers a term loan on a Business Day occurring after the 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 not to exceed the Term Loan Tranche 2 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw on the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw 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 a minimum principal amount of $5,000,000 the Term Loan Commitments. (unless otherwise agreed by Agent in its discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that 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 Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, 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 to 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, delivered no later than 3:00 p.m. noon (Chicago Eastern time) two (2) Business Days prior to such proposed borrowing; provided that for the borrowing of the Term Loan on the borrowing date of the proposed LoanClosing Date, 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 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, Agent will make the proceeds of such 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 may deliver the Notice of Borrowing for 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 purposeproposed borrowing, which notice shall set forth the proposed date of borrowing. (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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 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 prior to the Term Loan Tranche 2 Commitment Termination Date in an original aggregate principal amount equal to the Term Loan Tranche 2 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw Term Loan shall be in a minimum principal amount of $5,000,000 Commitments. (unless otherwise agreed by Agent in its discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that is repaid or prepaid from time to time. On each Delayed Draw The Term Loan Draw Date, the Commitments of the Lenders to make Delayed Draw Term Loans shall may be permanently reduced on a dollar-for-dollar basis funded in two advances as described above in an aggregate amount equal not to exceed 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 Commitments. Borrowers shall deliver to Agent a Notice of BorrowingBorrowing with respect to each proposed Term Loan advance, not later than 10:00 a.m. such Notice of Borrowing to be delivered, (Chicago timei) at least one Business Day prior to 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 a Delayed Draw Term Loan Draw Date, as applicable. Such Notice of Borrowing shall be irrevocable and shall specify (xii) 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 Term 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 AgentTranche 2 borrowing, no later than 3:00 p.m. noon (Chicago Eastern time) on the borrowing date of the fifteen (15) Business Days prior to such 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 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, Agent will make the proceeds of such 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 purposeborrowing. (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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 such Lender’s Term Loan Commitment Amount (collectively, the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanAmount, 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 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 in an original aggregate principal amount equal to such Lender’s Term Loan Tranche 2 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 Amount, and no Lender shall be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder Tranche 2 Commitment shall thereupon automatically be terminated and under the other Term Loan Documents and Tranche 2 Commitment Amount of each Lender as of such date shall be secured reduced by such Lender’s Pro Rata Share of such total reduction in the Collateral in all respects. Each Delayed Draw Term Loan shall be in a minimum principal amount of $5,000,000 Commitments. (unless otherwise agreed by Agent in its discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that is repaid or prepaid from time to time. On each Delayed Draw Each of the Term Loan Draw Date, Tranche 1 and the Commitments of the Lenders to make Delayed Draw Term Loans shall Loan Tranche 2 may be permanently reduced on a dollar-for-dollar basis funded in one advance in an aggregate amount equal not to exceed the Delayed Draw Term Loan made on such Delayed Draw Tranche 1 Commitment Amount and the Term Loan Draw DateTranche 2 Commitment Amount, and the Delayed Draw Term Loan Commitments of all Lenders shall expire on the Delayed Draw Term Loan Commitment Termination Date. (c) Borrower as applicable. Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. 12:00 P.M. (Chicago Eastern time) on the borrowing date of the proposed Loan, simultaneously Closing Date 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 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, Agent will make the proceeds of such 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 in the case of the other applicable conditions precedent have not been satisfied a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) ten (10) Business Days (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 such shorter period as may be 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 Protective Advances funded agreed by Agent shall be deemed and the Lenders) prior to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loanssuch proposed borrowing.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment severally hereby agree agrees to make to Borrower Borrowers a term loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 the Term Loan Tranche 1 Commitment (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanPercentage, 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 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 in an original aggregate principal amount equal to the Term Loan Tranche 2 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 be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fund. When be funded by any other Lender, but not so 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 discretionC) and in integral multiples of $1,000,000 in excess of that amount. No Borrower shall not have any right to reborrow any portion of the Delayed Draw Term Loan which that is repaid or prepaid from time to time. On each Delayed Draw The Term Loan Draw Date, the Commitments of the Lenders to make Delayed Draw Term Loans shall may be permanently reduced on a dollar-for-dollar basis funded in two advances in an aggregate amount equal not to exceed 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 Commitments. Borrowers shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior Borrowing with respect to the Closing Date or a Delayed Draw each proposed Term Loan Draw Dateadvance, as applicable. Such such Notice of Borrowing shall to be irrevocable and shall specify (x) the principal amount of the proposed Loandelivered, (yi) 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 Term 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 AgentTranche 1 borrowing, no later than 3:00 p.m. 9:00 A.M. (Chicago Eastern 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 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, Agent will make the proceeds day of such 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 proposed borrowing or an Event of Default, (ii) whether any in the case of the other applicable conditions precedent have not been satisfied a Term Loan Tranche 2 borrowing, no later than noon (Eastern time) fifteen (15) Business Days (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 such shorter period as may be 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 Protective Advances funded agreed by Agent shall be deemed and the Lenders) prior to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loanssuch proposed borrowing.

Term Loan Amounts. (ai) On the terms and subject to the conditions set forth herein, the Lenders hereby agree to make to Borrower Quantum on the Closing Date a term loan in an original principal amount equal to $110,000,000 50,000,000 (the “Term A Loan”). Each Lender’s obligation to fund the Term A Loan shall be limited to such Lender’s Term Loan Commitment Percentage 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 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. (bii) On the terms and subject to the conditions set forth herein, at the election of, and on a Business Days Day during the Delayed Draw Term Loan Commitment Period identified by, Borrower Borrowing Agent (such date, a the “Delayed Draw Term Loan Draw Date”), so long as, in each case, as each of the Delayed Draw Funding Conditions shall have been satisfied, the Lenders hereby agree to make to Borrower Quantum on each the 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 the “Delayed Draw Term Loan”; and, when funded, together with the Term A Loan, the “Term Loan”). Each Lender’s obligation to fund a the Delayed Draw Term Loan shall be limited to such Lender’s Delayed Draw Term Loan Commitment Percentage of such the Delayed Draw Term Loan, and no Lender shall have any obligation to fund any portion of any the Delayed Draw 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 any the Delayed Draw Term Loan because another Lender has failed to fund. When funded, each 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 Loan Other 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 Borrowers shall not have any right to reborrow any portion of the Delayed Draw Term Loan which is repaid or prepaid from time to time. On each 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, 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. (ciii) Borrower The Borrowing Agent shall deliver to Agent a Notice of Borrowing, not later than 10:00 a.m. (Chicago time) at least one Business Day prior to on the Closing Date or a 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 Borrower 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 Borrowerthe Borrowing Agent. Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such Notice of Borrowing absent manifest errorBorrowing. Agent and each Lender shall be entitled to rely conclusively on Borrowerthe 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. (div) The 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 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, the Agent will make the proceeds of such Loans available to Borrower the Borrowers by causing an amount, in immediately available funds, equal to the proceeds of the all such Loans received by the 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.

Term Loan Amounts. (aA) On the terms and subject to the conditions set forth hereinherein and in the other Financing Documents, the Lenders each Lender with a Term Loan Tranche 1 Commitment Amount severally hereby agree agrees to make to Borrower Borrowers a Term Loan on the Closing Date a term loan in an original aggregate principal amount equal to $110,000,000 such Lender’s Term Loan Tranche 1 Commitment Amount (the “Term A LoanLoan Tranche 1”). 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 Percentage 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 LoanAmount, 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. 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 one or more Term Loans on one or more Business Days occurring on or after the Closing Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (each a “Term Loan Tranche 2 Funding Date”) in an original aggregate principal amount 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 Percentage in respect of the requested Term Loan Tranche 2 Advance, and no Lender shall be relieved of its have any obligation to fund any Delayed Draw portion of any Term Loan because another Lender has failed required to fundbe funded by any other Lender, but not so funded. When fundedUnless previously terminated, each Delayed Draw upon the 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)Tranche 2 Commitment Termination Date, the Term Loan for all purposes hereunder and under the other Loan Documents and Tranche 2 Commitments shall thereupon automatically 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 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, terminated 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 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, Agent will make the proceeds of such 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 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 Protective Advances funded by Agent shall be deemed to be the Loans made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding the Loans.