Common use of Term Loan Commitments Clause in Contracts

Term Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (i) Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan (xthe “Term Loan”) to the Borrowers on the Closing DateEffective Date in Dollars in such principal amount as the Borrowers shall request up to, and Borrower agrees but not exceeding such Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to drawTerm Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears to the Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan in an aggregate principal amount equal shall not relieve any other Lender of its obligations to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, make a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” andnor shall it impose any additional liability on any other Lender hereunder; provided, together with the Initial Term Loan Athat, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under clauses (iiSection 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: December 31, 2018 through (iv) above unless or and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the applicable milestone event set forth in Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Milestone Schedule has been satisfied Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (or otherwise waivedi) the date of the acceleration of the Term Loans in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including hereof and (ii) the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Final Maturity Date.

Term Loan Commitments. (ia) The Loan Parties, Administrative Agent and Lenders hereby acknowledge and agree that the Lenders with “Term Loan Commitments” under the Prior Credit Agreement severally and not jointly advanced a loan (the “Term A Loan”) under the Prior Credit Agreement in the amount of $50,000,000 and, in connection therewith, the “Term Loan Commitments” under the Prior Credit Agreement simultaneously terminated and no Lender under this Agreement has any obligation to advance a Term A Loan to the Borrower. As of the Closing Date, the aggregate outstanding principal amount of Term A Loans is $50,000,000, which Term A Loans continue as outstanding obligations under this Agreement ratably held by each Lender in proportion to their respective Term A Loan Commitments. As provided in Section 1.6(a) hereof, the Borrower may elect that the Term A Loan be outstanding as a Base Rate Loan or Eurodollar Loan. No amount repaid or prepaid on any Term A Loan may be borrowed again. (b) Subject to the terms and conditions hereof, each Lender Lender, by its acceptance hereof, severally agrees to make a loan (xindividually a “Term B Loan” and collectively for all the Lenders the “Term B Loans”) in U.S. Dollars to the Borrower in the amount of such Lender’s Term B Loan Commitment. The Term B Loans shall be advanced in a single Borrowing on the Closing DateDate and shall be made ratably by the Lenders in proportion to their respective Term B Loan Percentages, and Borrower agrees to draw, a at which time the Term B Loan Commitments shall expire. As provided in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”Section 1.6(a) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan Ahereof, the “Initial Borrower may elect that the Term Loan”)B Loans be outstanding as Base Rate Loans or Eurodollar Loans. Each Lender’s obligation to make the Initial No amount repaid or prepaid on any Term B Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Datemay be borrowed again. (iic) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule)hereof, each Lender Lender, by its acceptance hereof, severally agrees to make, during make a loan (individually a “Term C Loan” and collectively for all the applicable Draw Period set forth Lenders the “Term C Loans”) in U.S. Dollars to the Borrower in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to of such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”)C Loan Commitment. Each Lender’s obligation to make the Tranche 1 The Term Loan C Loans shall terminate immediately and without further action be advanced in a single Borrowing on the earlier of (a) First Amendment Closing Date and shall be made ratably by the applicable Borrowing Date after giving effect Lenders in proportion to their respective Term C Loan Percentages, at which time the making Term C Loan Commitments shall expire. On the First Amendment Closing Date, the full amount of the Tranche 1 Term C Loan on such Borrowing Date (if madeCommitment shall be utilized to repay outstanding amounts under the Revolving Loans. As provided in Section 1.6(a) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubthereof, the Lenders shall have no obligation to make Borrower may elect that the Term C Loans under clauses (ii) through (iv) above unless be outstanding as Base Rate Loans or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereofEurodollar Loans. Any Term Loan that is subsequently No amount repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to on any Term Loans, including the Total Prepayment Amount, shall C Loan may be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Dateborrowed again.

Term Loan Commitments. (i) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make loans (xeach, a “Term Loan”) to the Borrower on the Closing Date or if such Lender is joining this Agreement as an Additional Lender and is establishing its initial Term Loan Commitment pursuant to Section 2.23 (or an existing Lender is increasing its Term Loan Commitment pursuant to Section 2.23), on the effective date of any supplement or joinder described in Section 2.23, in a principal amount equal to (a) with respect to the Term Loans to be made on the Closing Date, the Term Loan Commitment of such Lender as of the Closing Date, and (b) with respect to any Term Loans made by such Lender after the Closing Date pursuant to Section 2.23, the amount by which such Lender agreed to increase (or establish, in the case of an Additional Lender) its Term Loan Commitment; provided, that if for any reason the full amount of such Lender’s Term Loan Commitment is not fully drawn on the Closing Date, or on the effective date of any increase pursuant to Section 2.23, as the case may be, the undrawn portion thereof at such time shall automatically be cancelled. The Term Loans may be, from time to time, Base Rate Loans, Eurodollar Loans, LIBOR Index Rate Loans or a combination thereof; provided, that on the Closing Date all Term Loans shall be LIBOR Index Rate Loans. The execution and delivery of this Agreement by the Borrower and the satisfaction of all conditions precedent pursuant to Section 3.1 shall be deemed to constitute the Borrower’s request to borrow the Term Loans on the Closing Date, and the execution and delivery of a supplement or joinder described in Section 2.23 by the Borrower agrees and the satisfaction of all conditions precedent pursuant to drawSection 3.2 shall be deemed to constitute the Borrower’s request to borrow the additional Term Loans on the effective date of any such supplement or joinder, a provided, that the Administrative Agent may, in its sole discretion, condition any request by Borrower to borrow the Term Loans (whether on the Closing Date or, if applicable, thereafter), upon the Borrower giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Term Loan Borrowing substantially in an aggregate principal amount equal to such Lender’s Initial Commitment A the form of Exhibit 2.5 (the a “Initial Notice of Term Loan ABorrowing”) and (yx) no later than prior to 11:00 a.m. one (1) Business Day after prior to the Closing Date, a requested date of each Base Rate Borrowing or LIBOR Index Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Term Loan in an Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount equal to of such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” andBorrowing, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof date of such Borrowing (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedulewhich shall be a Business Day), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Type of such Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on comprising such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. and (iv) Subject in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in provisions of the Milestone Scheduledefinition of Interest Period), each Lender severally agrees to makeprovided, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action that on the earlier of (a) the applicable Borrowing Closing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the all Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity DateLIBOR Index Rate Loans.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Each Lender severally with a Term A-1 Loan Commitment agrees to make a loan to Borrower (xeach such loan, a “Term A-1 Loan”) on the Closing Date, and Borrower agrees to draw, a Term Loan Date in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such that ▇▇▇▇▇▇’s Initial Pro Rata Share of the aggregate Term A-1 Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A-1 Loans will expire concurrently with the making of Term A-1 Loans on the Closing Date. (b) Each Lender with a Term A-2 Loan Commitment B agrees to make a loan to Borrower (each such loan, a “Term A-2 Loan”) on the Closing Date in that ▇▇▇▇▇▇’s Pro Rata Share of the aggregate Term A-2 Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A-2 Loans will expire concurrently with the making of Term A-2 Loans on the Closing Date. Notwithstanding the foregoing or any other provision of this Agreement, each Term A-2 Lender shall not make its Term A-2 Loan in cash on the Closing Date but shall be deemed to have made its Term A-2 Loan under this Agreement by exchanging (i.e. rolling over) (the “Initial Second Lien Rollover”) its Second Lien Loans for the same aggregate principal amount as such Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each A-2 Lender’s obligation to make Term A-2 Loan Commitment and Term A-2 Loan. The parties hereto acknowledge and agree that, as of the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date Closing Date, after giving effect to the making Second Lien Rollover, the Obligations in respect of the applicable Initial Term Loan on such Borrowing DateSecond Lien Loans shall be deemed satisfied and paid in full. (iic) Subject Each Lender with a Term B Loan Commitment agrees to make one or more loans (each such loan, a “Term B Loan”) during the terms and conditions hereof (including, without limitation, compliance Term B Loan Availability Period in that Lender’s Pro Rata Share of the aggregate amounts that Borrower requests from all Lenders. The aggregate amount of all Term B Loans made will not exceed the aggregate Term B Loan Commitments of all Lenders. The Commitments of the Lenders to make Term B Loans will decrease concurrently with the making of Term B Loans on each applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in borrowing date by an aggregate principal amount equal to such Lender’s Tranche 1 Commitment the aggregate amount of the Term B Loans made on that borrowing date. In no event shall more than four (4) borrowings of Term B Loans be advanced to Borrower. The Commitments of the “Tranche 1 Term Loan”). Each Lender’s obligation Lenders to make Term B Loans will expire at the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making end of the Tranche 1 Term B Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleAvailability Period. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject Each Tranche E Refinancing Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make (x) Tranche E Refinancing Term Loans to the Borrower on the Closing Date, and Borrower agrees to draw, a Term Loan Second 2015 Effective Date in an aggregate principal amount equal not to exceed the amount set forth opposite such Tranche E Refinancing Term Lender’s Initial Commitment A (the “Initial Term Loan A”name on Schedule II hereto. Amounts borrowed under this Section 3(a) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any . (b) Unless the context shall otherwise require, the Tranche E Refinancing Term Loans shall constitute “Refinancing Term Loans” and “Tranche E Term Loans”, including and the Total Prepayment AmountTranche E Refinancing Term Lenders shall constitute “Refinancing Term Lenders” and “Lenders”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Tranche E Refinancing Term Loans shall be paid in accordance with used solely to finance the payment terms set forth herein Tranche C Refinancing and any related expenses. (includingd) Unless previously terminated, without limitationthe commitments of the Tranche E Refinancing Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Tranche E Refinancing Term Loans on the Second 2015 Effective Date. (e) On the Second 2015 Effective Date, payment terms with respect the principal amount of each scheduled repayment of Tranche E Term Loans pursuant to interest payments Section 2.08(b) of the Credit Agreement (as set forth in Section 2.5 Incremental Assumption Agreement No. 1) shall be increased an amount necessary to give effect to the increase in outstanding Tranche E Term Loans as a result of the making of the Tranche E Refinancing Term Loans hereunder. (f) The Tranche C Refinancing Term Loans shall have the same terms as the Tranche E Term Loans and mandatory prepayments, if any, the initial Interest Period applicable thereto shall be the Interest Period set forth in the notice of borrowing delivered on the Second 2015 Effective Date pursuant to Section 2.104(e) and of this Agreement. (g) The parties hereto agree that the Agent is authorized to take such actions as are necessary to ensure that the Tranche C Refinancing Term Loans are included in each Borrowing of Tranche E Term Loans outstanding on the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity DateSecond 2015 Effective Date on a ratable basis.

Term Loan Commitments. (ia) Subject to the terms and conditions hereofset forth herein each Term Lender agrees, each Lender severally agrees and not jointly, to make a term loan in Dollars to the Borrower on the Closing Date in an amount equal to the Initial Term Loan Commitment of such Term Lender (x) the “Initial Term Loans”); provided, however, that after giving effect to the making of the Initial Term Loans on the Closing Date, and Borrower agrees to drawthe Borrowing Base, a Term Loan as reflected in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after Borrowing Base Certificate delivered on the Closing Date, a Term Loan in an shall not be less than 150% of the aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (of the “Initial Term Loan B” and, together with Loans outstanding on the Closing Date. The aggregate principal amount of the Initial Term Loan A, Commitments immediately after giving effect to the “funding of the Initial Term Loan”)Loans on the Closing Date shall be $0. (b) The Borrower may make only one borrowing under the Initial Term Loan Commitment, which in each case shall be on the Closing Date. Any amount borrowed under Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.10 and Section 2.11, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Initial Term Loan Maturity Date. Each Lender’s obligation to make the Initial Term Loan Commitment shall terminate immediately and without further action on the applicable Borrowing Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on the Closing Date. (c) At any time and from time to time during the Delayed Draw Commitment Period (including on the Closing Date), subject to the terms and conditions set forth herein, each Lender with a Delayed Draw Commitment agrees, severally and not jointly, to make a Delayed Draw Term Loan in Dollars to the Borrower on the Delayed Draw Funding Date in an amount equal to the Delayed Draw Commitment of such Term Lender (the “Delayed Draw Term Loans”); provided, however, that after giving effect to the making of the applicable Initial Delayed Draw Term Loans on the Delayed Draw Term Loan on such Funding Date, the Borrowing Date. (ii) Subject to the terms and conditions hereof (includingBase, without limitation, compliance with the applicable milestone event set forth as reflected in the Milestone Schedule)Borrowing Base Certificate delivered as of such date, each Lender severally agrees to make, during shall not be less than 150% of the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to of the Initial Term Loans and the Delayed Draw Term Loans outstanding as of such Lender’s Tranche 1 Commitment (date. The aggregate principal amount of the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate Delayed Draw Commitments immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making funding of the Tranche 1 Delayed Draw Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action Loans on the earlier of (a) the applicable Borrowing Delayed Draw Funding Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date$0.

Term Loan Commitments. (ia) Subject to the terms and conditions hereofin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender severally agrees to make made a tranche A term loan (xeach, a “Tranche A Term Loan”) on the Closing Date to the Borrower; (b) Subject to the terms and conditions herein and relying upon the representations and warranties herein set forth, each Tranche B Term Loan Lender, severally and not jointly, hereby agrees to make, on the Restatement Funding Date, and Borrower agrees to drawa tranche B term loan (each, a “Tranche B Term Loan Loan”) to the Borrower in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Tranche B Term Loan A”Commitment; and (c) Subject to the terms and (y) no later than one (1) Business Day after conditions and relying upon the Closing Daterepresentations and warranties set forth in the applicable Incremental Assumption Agreement, a each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees to make Incremental Term Loans to the Borrower, in an aggregate principal amount equal not to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial exceed its Incremental Term Loan B” and, together with Commitment. The Borrower has made a borrowing under the Initial total Tranche A Term Loan ACommitment on the Closing Date. The Borrower may make only one borrowing under the Tranche B Term Loan Commitment which shall be on the Restatement Funding Date. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.9 and 2.10, all amounts owed hereunder with respect to the Tranche A Term Loans, the “Initial Tranche B Term Loan”)Loans and the Incremental Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date, the Tranche B Term Loan Maturity Date or the applicable Incremental Term Loan Maturity Date, respectively. Each Lender’s obligation to make the Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the applicable Borrowing Closing Date after giving effect to the making funding of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 A Term Loan Commitment (the “Tranche 1 Term Loan”)on such date. Each Lender’s obligation to make the Tranche 1 B Term Loan Commitment shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Restatement Funding Date after giving effect to the making funding of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 B Term Loan Commitment on such date. The Incremental Term Loan Commitments shall terminate immediately as provided in the related Incremental Assumption Agreement. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and without further action on the earlier of (a) the applicable Borrowing Date after giving effect notified to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) Administrative Agent in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 Sections 2.2 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date2.11.

Term Loan Commitments. (i) Subject Each Term A Loan Lender holding a Second Term A Loan Commitment severally agreed to make, and subject to the terms and conditions hereofof the Existing Financing Agreement, each Lender severally agrees made Term A Loans to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to that equaled such ▇▇▇▇▇▇’s Initial Second Term A Loan Commitment B on the Second Draw Date (the its “Initial Second Term Loan B” and, together with the Initial Term Loan A, the “Initial Term LoanA Loans”). Each Term A Loan Lender holding an Initial Term A Loan Commitment severally agreed to make, and subject to the terms and conditions of the Initial Financing Agreement, made Term A Loans to the Borrower in an aggregate amount that equaled such Lender’s obligation to make Initial Term A Loan Commitment on the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Closing Date after giving effect to the making of the applicable (its “Initial Term Loan on such Borrowing DateA Loans”). (ii) Subject Each Term B Loan Lender holding a Second Term B Loan Commitment severally agreed to make, and subject to the terms and conditions hereof (includingof the Existing Financing Agreement, without limitation, compliance with made Term B Loans to the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan Borrower in an aggregate principal amount equal to that equaled such Lender’s Tranche 1 Second Term B Loan Commitment on the Second Draw Date (the its “Tranche 1 Second Term LoanB Loans”). Each Term B Loan Lender holding an Initial Term B Loan Commitment severally agreed to make, and subject to the terms and conditions of the Initial Financing Agreement, made Term B Loans to the Borrower in an aggregate amount that equaled such Lender’s obligation to make the Tranche 1 Initial Term B Loan shall terminate immediately and without further action Commitment on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Initial Closing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Scheduleits “Initial Term B Loans”). (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule)hereof, each Additional Term A Loan Lender severally agrees to make, during on the applicable Draw Period set forth in the Milestone ScheduleClosing Date, a Term Loan relative to such Lender (its “Additional Term A Loans”) to the Borrower in an aggregate principal amount equal to that equals such Lender’s Tranche 2 Commitment Additional Term A Loan Commitment. The parties hereto agree that the Initial Term A Loans, Second Term A Loans, and the Additional Term A Loans shall be Term A Loans hereunder and shall be the same class of Loans. Subject to the terms and conditions hereof, each Additional Term B Loan Lender severally agrees to make, on the Closing Date, an Additional Term B Loan relative to such Lender (its “Additional Term B Loans”) to the “Tranche 2 Term Loan”). Each Borrower in an aggregate amount that equals such Lender’s obligation to make Additional Term B Loan Commitment. The parties hereto agree that the Tranche 2 Initial Term Loan B Loans, Second Term B Loans, and Additional Term B Loans shall terminate immediately be Term B Loans hereunder and without further action on shall be the earlier same class of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleLoans. (iv) Subject to the terms Section 2.8 and conditions hereof (includingSection 2.9, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All all amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) Loans and the other Obligations shall be paid in full in Cash no later than the Term Loan Maturity Date.

Term Loan Commitments. (i) Subject to the terms and conditions hereof--------------------- hereof and relying upon the representations, warranties and covenants herein set forth, each Lender Bank severally (and not jointly) agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan to the Borrower on the Term-Out Date in an aggregate a principal amount equal to the principal amount of its Revolving Credit Loans and Swing Line Loans outstanding on such Lender’s Initial Term-Out Date to the Borrower (after which the amount of such Bank's Revolving Credit Commitment A (shall be permanently reduced to $0); provided, that immediately prior to making each Term Loan, the “Initial -------- Borrower executes Term Notes in favor of each Bank making a Term Loan, and immediately after making each Term Loan A”(i) the aggregate unpaid balance of all Term Loans to the Borrower shall not exceed the aggregate of the Term Loan Commitments of all the Banks, (ii) the aggregate unpaid balance of all Swing Line Loans plus the aggregate unpaid balance of all Revolving Credit ---- Loans plus the aggregate unpaid balance of all Term Loans shall not exceed ---- the Borrowing Base, (iii) the aggregate unpaid balance of all Swing Line Loans to the Borrower plus the aggregate unpaid balance of all Revolving ---- Credit Loans to the Borrower plus the aggregate unpaid balance of all Term ---- Loans to the Borrower shall not exceed the sum of the Aggregate Revolving Credit Commitment and the aggregate unpaid balance of all outstanding Term Loans, (iv) the aggregate unpaid balance of all Swing Line Loans to the Borrower plus the aggregate unpaid balance of all Revolving Credit Loans to ---- the Borrower made by the Swing Line Lender plus the aggregate unpaid ---- balance of all Term Loans to the Borrower made by the Swing Line Lender shall not exceed the sum of the Revolving Credit Commitment of the Swing Line Lender and the aggregate unpaid balance of all outstanding Term Loans of the Swing Line Lender, and (yv) no later than one (1) Business Day after the Closing Date, a Borrowing Base shall be in an amount at least equal to the aggregate unpaid balance of all Senior Debt at such time. The proceeds of the Term Loan in shall be made available to the Borrower by such Bank on the applicable Term-Out Date by applying such proceeds directly to the payment of the amounts owing to such Bank with respect to such Bank's Revolving Credit Loans to the Borrower and the Aggregate Revolving Credit Commitment shall be reduced by an amount equal to the aggregate principal amount equal of such Term Loans. Prior to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial each Term Loan B” and, together with the Initial Term Loan ALoan's Maturity, the “Initial Term Loan”). Each Lender’s obligation Borrower may prepay (and is required to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (iiprepay) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) made to it, only in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid provisions hereof, but thereafter may not be reborrowed. All reborrow amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Dateso prepaid.

Term Loan Commitments. (i) Subject Each Lender severally and not jointly agrees, subject to the terms and conditions hereof, to make a loan on the Closing Date (each individually a “Term Loan” and, collectively, the “Term Loans”) in Dollars to the Borrower, as specified in a Notice of Borrowing delivered pursuant to Section 2.3, up to an amount equal to the lesser of (a) such Lender’s Percentage of the Borrowing Base as of the Closing Date and (b) such Lender’s Term Loan Commitment. The aggregate amount of such Borrowing on the Closing Date is referred to herein as the “Closing Date Borrowing Amount”. To the extent that the Closing Date Borrowing Amount is less than the Aggregate Term Loan Commitment, each Lender severally agrees to make (x) on the Closing Dateand not jointly agrees, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject subject to the terms and conditions hereof (includinghereof, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a make an additional Term Loan in Dollars to the Borrower, on any one Business Day (unless otherwise agreed to in writing by all Lenders party hereto) on or prior to the First Delayed Draw Cut-Off Date, in an aggregate principal amount equal not to such Lender’s Tranche 1 Commitment exceed the positive difference (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier if any) of (a) the applicable lesser of (i) such Lender’s Percentage of the Borrowing Base as of the First Delayed Draw Borrowing Date after giving effect to the making of the Tranche 1 and (ii) such Lender’s Term Loan on such Borrowing Date (if made) or Commitment and (b) after the lapse such Lender’s Percentage of the applicable Closing Date Borrowing Amount. The aggregate amount of such Borrowing on the First Delayed Draw Period set forth in Borrowing Date is referred to herein as the Milestone Schedule. (iii) Subject “First Delayed Draw Borrowing Amount” and together with the Closing Date Borrowing Amount, the “Aggregate Interim Draw Borrowing Amount”. To the extent that the Aggregate Interim Draw Borrowing Amount is less than the Aggregate Term Loan Commitment, each Lender severally and not jointly agrees, subject to the terms and conditions hereof (includinghereof, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a make an additional Term Loan in Dollars to the Borrower, on any Payment Date on or prior to the Second Delayed Draw Cut-Off Date, in an aggregate principal amount equal not to such Lender’s Tranche 2 Commitment exceed the positive difference (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier if any) of (a) the applicable lesser of (i) such Lender’s Percentage of the Borrowing Base as of the Second Delayed Draw Borrowing Date after giving effect to the making of the Tranche 2 and (ii) such Lender’s Term Loan on such Borrowing Date (if made) or Commitment and (b) after the lapse such Lender’s Percentage of the applicable Aggregate Interim Draw Period set forth Borrowing Amount. The aggregate amount of such Borrowing on the Second Delayed Draw Borrowing Date is referred to herein as the “Second Delayed Draw Borrowing Amount” and together with the Aggregate Interim Draw Borrowing Amount, the “Aggregate Borrowing Amount”. As provided in the Milestone Schedule. (iv) Subject Section 2.3(a), and subject to the terms and conditions hereof hereof, all Term Loans shall initially be Eurodollar Loans with an Interest Period (including, without limitation, compliance with applicable milestone event set forth in other than the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a initial Interest Period) of one (1) month. No amount of any Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that may be reborrowed once it is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Daterepaid.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, and relying upon the representations and warranties herein specified, each Lender severally agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A term loan (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after to the Borrower on the Closing Date, a Term Loan Date in an aggregate such principal amount equal to as the Borrower shall request up to, but not exceeding, such ▇L▇▇▇▇▇’s Initial Commitment B Term Loan A Commitment. (b) Subject to the terms and conditions hereof, and relying upon the representations and warranties herein specified, each Lender severally agrees to make term loans (each, a “Delayed Draw Term Loan A-1”) to the Borrower, in up to two (2) draws during the DDTL A-1 Availability Period, in an aggregate amount up to, but not exceeding, such L▇▇▇▇▇’s DDTL A-1 Commitment. One draw, if applicable, shall be made contemporaneously with the closing of the Project Zircaloy Acquisition (the “Initial Project Zircaloy Draw”) in an aggregate amount not to exceed the sum of the purchase price and the related fees and expenses with respect to the Project Zircaloy Acquisition. The other draw, if applicable, shall be made contemporaneously with the closing of the Project Paladin Acquisition (the “Project Paladin Draw”) in an aggregate amount not to exceed the sum of the purchase price and the related fees and expenses with respect to the Project Paladin Acquisition. Amounts prepaid or repaid in respect of the Delayed Draw Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”)A-1 may not be reborrowed. Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect Notwithstanding anything to the making contrary set forth herein, (i) the funding of the applicable Initial Term Loan on such Borrowing DateProject Zircaloy Draw hereunder shall be subject only to the conditions precedent set forth in Section 7.3(a) and (ii) the funding of the Project Paladin Draw hereunder shall be subject only to the conditions precedent set forth in Section 7.3(b). (iic) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event condition set forth in Section 7.2(d)), and relying upon the Milestone Schedule)representations and warranties herein specified, each Lender severally agrees to makemake one or more term loans (each, a “Delayed Draw Term Loan A-2”) to the Borrower, from time to time, on any Business Day during the applicable Draw Period set forth in the Milestone ScheduleDDTL A-2 Availability Period, a Term Loan in an aggregate principal amount equal to up to, but not exceeding, such LenderL▇▇▇▇▇’s Tranche 1 Commitment (DDTL A-2 Commitment. Amounts prepaid or repaid in respect of the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Delayed Draw Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid A-2 may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Each Lender severally with a Term A Loan Commitment agrees to make a loan to Borrowers (xeach such loan, a “Term A Loan”) on the Closing Date in that Lender’s Pro Rata Share of the aggregate Term A Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A Loans will expire concurrently with the making of Term A Loans on the Closing Date, and Borrower . (b) Each Lender with a Delayed Draw Term Loan Commitment agrees to drawmake one or more loans (each such loan, a “Delayed Draw Term Loan”) during the Delayed Draw Term Loan Availability Period in that Lender’s Pro Rata Share of the aggregate amounts that Borrower Representative requests from all Lenders. The aggregate amount of all Delayed Draw Term Loans made will not exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders. The Commitments of the Lenders to make Delayed Draw Term Loans will decrease concurrently with the making of Delayed Draw Term Loans on each applicable borrowing date by an amount equal to the aggregate amount of the Delayed Draw Term Loans made on that borrowing date. The Commitments of the Lenders to make Delayed Draw Term Loans will expire at the end of the Delayed Draw Term Loan Availability Period. (c) Provided there exists no Default or Event of Default, upon notice to Administrative Agent (which shall promptly notify the Lenders), Borrower Representative may on a one-time basis request the making of additional Term A Loans (the “Additional Term A Loans”) on or prior to June 30, 2019 in an aggregate principal amount equal not exceeding $5,000,000, which Additional Term A Loans shall be made by the Lenders in accordance with their respective Pro Rata Shares; provided that (i) such Additional Term A Loans may be made by Lenders not in accordance with their Pro Rata Shares, and additional Persons who are Affiliates or Approved Funds of Lenders may make all or a portion of such Additional Term A Loans (so long as such Persons execute joinder documentation reasonably acceptable to such Lender’s Initial Commitment A the Administrative Agent), as determined by Administrative Agent, (the “Initial Term Loan A”) and (yii) no later than one such request for Additional Term A Loans shall be made prior to the delivery of the audited financial statements of Holdings and related documentation for the Fiscal Year ending December 31, 2018 in accordance with Section 10.1.1 and the related compliance certificate pursuant to Section 10.1.3, (1iii) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of such Additional Term A Loan and any related Additional Term A Loan Distribution on a pro forma basis, (A) the applicable Initial Term Total Debt to EBITDA Ratio (recomputed for the most recent Fiscal Quarter for which financial statements have been delivered) shall not exceed 4.00 to 1.00 and (B) the Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, Parties shall be in compliance with the applicable milestone event financial covenants set forth in Section 11.12 (recomputed for the Milestone Schedulemost recent Fiscal Quarter for which financial statements have been delivered), each Lender severally agrees and the Administrative Agent shall have calculations compliance with the foregoing clauses (A) and (B) (including the calculation of EBITDA) in form and substance reasonably satisfactory to makeAdministrative Agent, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment and (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately iv) both before and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making such Additional Term A Loan and any related Additional Term A Loan Distribution, no Default or Event of the Tranche 1 Term Loan on such Borrowing Date (if made) Default shall exist or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedulewould result. (iiid) Subject to It is agreed by the terms and conditions hereof (includingparties hereto that, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if once made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders Delayed Draw Term Loans and Additional Term A Loans shall have no obligation to make be fungible with the Term A Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any as part of a single facility of Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject to the terms and conditions hereofof this Agreement, the Lenders jointly and severally agree to lend to the Borrower on the Closing Date an amount not exceeding their Pro Rata Share of the aggregate amount of the Term Loan Commitments, which Pro Rata Share is set forth opposite each Lender severally agrees to Lender’s name on Schedule 2.01 attached hereto. The amounts of each Lender’s Term Loan Commitment are set forth opposite such Lender’s name on Schedule 2.01 attached hereto. The aggregate amount of the Term Loan Commitments on the Closing Date shall not exceed $275.0 million. The Borrower may make (x) only one borrowing under the Term Loan Commitments on the Closing Date, . Amounts borrowed under this Section 2.01 and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including . (b) Loans made on the Total Prepayment Amount, Closing Date shall be paid in accordance with minimum denominations of $1,000 and integral multiples thereof. The Borrower shall deliver to the payment terms set forth herein Administrative Agent a Notice of Borrowing in the form of Exhibit E hereto no later than 3:00 p.m. (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10New York time) one (1) Business Day before the proposed Closing Date. The Notice of Borrowing shall specify (i) the proposed Closing Date (which shall be a Business Day) and in (ii) the Fee Letter, and, in any event, amount of Loans requested. (c) All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Share of the Term Loan (inclusive Commitments. Promptly after receipt by the Administrative Agent of Capitalized Interest) the Notice of Borrowing pursuant to Section 2.01(b), the Administrative Agent shall be paid notify each Lender of the proposed borrowing. Upon notification by the Administrative Agent to the Lenders as to satisfaction or waiver of the conditions precedent specified in full Article 9, each Lender shall make the amount of its Loan available by wire transfer to the account or accounts designated by the Borrower in Cash no the Notice of Borrowing not later than 12:00 noon (New York time) on the Maturity Closing Date, in same day funds in U.S. dollars.

Term Loan Commitments. (i) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make a single loan (xeach, a "Term Loan") to the Borrower on the Closing Delayed Draw Date in a principal amount not to exceed the Term Loan Commitment of such Lender; provided, that if for any reason the Delayed Draw Date does not occur by February 15, 2010 or the full amount of such Lender's Term Loan Commitment is not fully drawn on the Delayed Draw Date, the undrawn portion thereof shall automatically be cancelled and terminated. The Term Loans may be, from time to time, Base Rate Loans, Adjusted LIBO Rate Loans or LIBOR Index Rate Loans; provided, that all Term Loans shall be the same Type and that on the Delayed Draw Date all Term Loans shall be LIBOR Index Rate Loans. Prior to 11:00 a.m. on the Delayed Draw Date, the Borrower agrees to draw, a shall give the Administrative Agent written notice of the Term Loan Borrowing substantially in an the form of Exhibit 2.5 (a "Notice of Term Loan Borrowing"). The Notice of Term Loan Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount equal to of such Lender’s Initial Commitment A (the “Initial Term Loan A”) Borrowing; and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms date of such Borrowing (which shall be the Delayed Draw Date). Promptly following the receipt of a Notice of Term Loan Borrowing in accordance herewith, and provided that all conditions hereof (including, without limitation, compliance are satisfied in connection with the applicable milestone event set forth in Delayed Draw Date, the Milestone Schedule), Administrative Agent shall advise each Lender severally agrees to make, during of the applicable Draw Period set forth in details thereof and the Milestone Schedule, a amount of such Lender's Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (be made as part of the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 requested Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleBorrowing. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (i) Subject to the terms and conditions hereofset forth herein and in the Orders, each Term Lender agrees, severally agrees and not jointly, to make Term Loans in dollars to the Borrower in up to three (x3) draws on (a) the Closing DateDate (the “Interim Term Loan”), (b) the Final Order Availability Date (the “Final Order Term Loan”) and Borrower agrees to draw(c) the Full Availability Date (the “Full Availability Term Loan”), a Term Loan in each case, in an aggregate principal amount equal not to such Lender’s Initial Commitment A (the “Initial exceed its Term Loan A”Commitment. For the avoidance of doubt, any Term Loan Commitments shall be reduced dollar for dollar immediately after the funding of any Term Loans thereunder. Each Term Loan Borrowing shall consist of Term Loans of the same Type made on the same day by the Term Lenders ratably according to their respective Term Loan Commitments; provided, that (x) and the first Borrowing of Term Loans shall be in an amount up to the full amount authorized by the Bankruptcy Court in the Interim Order (but which shall not be more than the Interim Availability Amount), (y) no later than one (1) Business Day after the Closing Date, a second Borrowing of Term Loan Loans shall be in an amount up to the lesser of (A) the full amount authorized by the Bankruptcy Court in the Final Order and (B)(I) the Final Order Availability Amount minus (II) the aggregate principal amount of Term Loans funded on Closing Date and (z) the third Borrowing of Term Loans shall be in an amount equal to the lesser of (A) the full amount authorized by the Bankruptcy Court in the Final Order, less the principal amount of Term Loans funded prior to such ▇▇▇▇▇▇’s Initial Commitment B Borrowing and (B) the “Initial aggregate amount of Term Loan B” andCommitments then outstanding; provided that, together with the Initial any unused Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan Commitments shall terminate immediately after the third Borrowing of Term Loans. Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. Notwithstanding anything to the contrary, unless the Administrative Agent and without further action the Borrower shall otherwise agree, the initial Interest Period of any Full Availability Term Loans that are Eurodollar Rate Loans shall commence on the applicable Borrowing Date after giving effect to date of funding and shall end on the making last day of the applicable Initial then-current Interest Period for all Eurodollar Rate Loans that are Interim Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleLoans then outstanding. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until funded on the applicable milestone event set forth in Closing Date and, once funded, the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Full Availability Date shall constitute a single class of Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Tranche A Term Loan Lender severally agrees to make a term loan (xa "TRANCHE A TERM LOAN") to the Borrower denominated in Dollars or Euros (at the option of the Borrower) on the Closing Date, and Borrower agrees Date in an amount not to draw, a exceed the amount of the Tranche A Term Loan Commitment (or for Tranche A Term Loans denominated in an aggregate principal amount equal Euros, the Dollar Equivalent thereof as of the Business Day on which the relevant Borrowing Notice is furnished to the Administrative Agent pursuant to Section 2.2) of such Lender’s Initial Commitment Tranche A (the “Initial Term Loan A”Lender; provided, that all Tranche A Term Loans shall be made in the same currency. The Tranche A Term Loans may from time to time be Eurocurrency Loans or (in the case of Tranche A Term Loans denominated in Dollars) Base Rate Loans, or a combination thereof, as determined by the Borrower and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect notified to the making of the applicable Initial Term Loan on such Borrowing DateAdministrative Agent in accordance with Sections 2.2 and 2.13. (iib) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule)hereof, each Tranche B Term Loan Lender severally agrees to makemake a term loan (a "TRANCHE B TERM LOAN" and, during together with the applicable Draw Period set forth in Tranche A Term Loans, the Milestone Schedule, a Term Loan "TERM LOANS") to the Borrower on the Closing Date in an aggregate principal amount equal not to such Lender’s Tranche 1 Commitment (exceed the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making amount of the Tranche 1 B Term Loan on Commitment of such Borrowing Date (if made) Tranche B Term Loan Lender. The Tranche B Term Loans may from time to time be Eurocurrency Loans or (b) after Base Rate Loans, or a combination thereof, as determined by the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject Borrower and notified to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) Administrative Agent in accordance with the terms thereofSections 2.2 and 2.13. Any The Tranche B Term Loans shall be funded by each Tranche B Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect Lender to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with Administrative Agent for the payment terms set forth herein account of the Borrower (including, without limitation, payment terms with respect to interest payments as set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.102.2 below) and in the Fee Letter, and, in any eventat a 1.0% discount; accordingly, the amount funded by each Tranche B Term Loan (inclusive of Capitalized Interest) Lender on the Closing Date shall be paid in full in Cash no later than equal to 99.0% of the Maturity Datestated principal amount of such Tranche B Term Loan Lender's Tranche B Term Loan.

Term Loan Commitments. (ia) Subject to the terms and conditions hereofin the Existing Credit Agreementand relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender severally agrees to make made a tranche A term loan (xeach, a “Tranche A Term Loan”) on the Closing Date to the Borrower; (b) Subject to the terms and conditions hereinand relying upon the representations and warranties herein set forth, each Tranche B Term Loan Lender, severally and not jointly, hereby agrees to make, on the Restatement Date, and Borrower agrees to drawa tranche B term loan (each, a “Tranche B Term Loan Loan”) to the Borrower in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Tranche B Term Loan A”Commitment; and (c) Subject to the terms and (y) no later than one (1) Business Day after conditions and relying upon the Closing Date, a representations and warranties set forth in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees to make Incremental Term Loans to the Borrower, in an aggregate principal amount equal not to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial exceed its Incremental Term Loan B” and, together with Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan ACommitment which shall be on the Closing Date. The Borrower may make only one borrowing under the Tranche B Term Loan Commitment which shall be on the Restatement Date. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.9 and 2.10, all amounts owed hereunder with respect to the Tranche A Term Loans, the “Initial Tranche B Term Loan”)Loans and the Incremental Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date, the Tranche B Term Loan Maturity Date or the applicable Incremental Term Loan Maturity Date, respectively. Each Lender’s obligation to make the Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the applicable Borrowing Closing Date after giving effect to the making funding of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 A Term Loan Commitment (the “Tranche 1 Term Loan”). on such date.Each Lender’s obligation to make the Tranche 1 B Term Loan Commitment shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Restatement Date after giving effect to the making funding of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 B Term Loan shall Commitment on such date. The Incremental Term Loan Commitmentsshall terminate immediately as provided in the related Incremental Term Loan Assumption Agreement. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and without further action on the earlier of (a) the applicable Borrowing Date after giving effect notified to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) Administrative Agent in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 Sections 2.2 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date2.11.

Term Loan Commitments. (ia) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents. (b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents. (c) Subject to the terms and conditions hereofof this Agreement, each Lender severally and not jointly agrees to make one or more term loans (xthe “Equipment Term Loan”) on to Borrower during the Closing Date, and Borrower agrees to draw, a Equipment Term Loan Advance Period in an aggregate principal amount equal to such Lender’s Initial Commitment A (portion of the “Initial Equipment Term Loan A”) and Commitment as listed on Schedule 2.01 (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to each such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” andloan, together with the Initial Existing Term Loan ALoan, and the Additional Term Loan, a “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after After giving effect to the making Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the applicable Initial Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on such Borrowing Date.the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations: (i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period; (ii) Subject no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to the terms and conditions hereof (including, without limitation, compliance be purchased with the applicable milestone event set forth proceeds of such Loan as evidenced and supported by the invoice or purchase order in the Milestone Schedule), each Lender severally agrees respect of purchase of such equipment as delivered to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule.Agent; (iii) Subject to no more than three (3) Loans under the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Equipment Term Loan may be made in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule.any calendar month; and (iv) Subject to each Loan under the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Equipment Term Loan shall terminate immediately and without further action on the earlier be in a minimum amount of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date$100,000.”

Term Loan Commitments. (i) Subject to the terms and conditions hereof, each : (a) Each Tranche A Term Loan Lender severally agrees to make (xi) a term loan (an "Initial Tranche A Term Loan") to the Borrower on the Closing Date, and Borrower agrees Date in a principal amount not to draw, a exceed the amount of the Initial Tranche A Term Loan Commitment of such Lender and (ii) no more than five additional term loans ("Additional Tranche A Term Loans") to the Borrower during the Additional Tranche A Term Loan Commitment Period in an aggregate principal amount equal to such Lender’s Initial Commitment for all Tranche A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after Lenders that, taken together with the Closing Date, a Term Loan in an aggregate principal amount equal all other Additional Tranche A Term Loans made by the Lenders during the Additional Tranche A Term Loan Commitment Period, shall not exceed the aggregate Additional Tranche A Term Loan Commitments of the Lenders; provided that, at the end of the last day of the Additional Tranche A Term Loan Commitment Period, the 33 28 Available Additional Tranche A Term Loan Commitment of each Lender, if any, automatically shall be reduced to zero. Each Tranche A Term Loan made pursuant to this subsection 2.1(a) shall be made in the manner set forth in subsection 10.18, to the extent subsection 10.18 is applicable to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Tranche A Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (iib) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Each Tranche B Term Loan Lender severally agrees to make, during make a term loan (a "Tranche B Term Loan") to the applicable Draw Period Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Term Loan Commitment of such Lender. Each Tranche B Term Loan made pursuant to this subsection 2.1(b) shall be made in the manner set forth in subsection 10.18, to the Milestone Schedule, a Term Loan in an aggregate principal amount equal extent subsection 10.18 is applicable to such Lender’s Tranche 1 Commitment (the “Tranche 1 B Term Loan”). Each Lender’s obligation The Term Loans may from time to make time be Eurodollar Loans or Base Rate Loans, as determined by the Tranche 1 Term Loan shall terminate immediately Borrower and without further action on the earlier of (a) the applicable Borrowing Date after giving effect notified to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) General Administrative Agent in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 subsections 2.2 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date2.13.

Term Loan Commitments. (ia) Subject to the terms and conditions hereofin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender severally agrees to make made a tranche A term loan (xeach, a “Tranche A Term Loan”) on the Closing Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date.Borrower; (iib) Subject to the terms and conditions hereof (including, without limitation, compliance with herein and relying upon the applicable milestone event representations and warranties herein set forth in the Milestone Schedule)forth, each Lender Tranche B Term Loan Lender, severally agrees to makeand not jointly, during made, on the applicable Draw Period set forth in the Milestone ScheduleRestatement Funding Date, a tranche B term loan (each, a “Tranche B Term Loan Loan”) to the Borrower in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 B Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule.Commitment; (iiic) Subject Pursuant to the terms and conditions hereof (includingof the First Amendment, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Tranche B-2 Term Loan Lenders made Tranche B-2 Term Loans in an aggregate principal amount equal Dollars (whether by agreeing to such Lender’s exchange existing Tranche 2 Commitment (the “Tranche 2 B Term Loan”). Each Lender’s obligation Loans or by committing to make new term loans) to the Tranche 2 Term Loan shall terminate immediately and without further action Borrower on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule.First Amendment Effective Date; (ivd) Subject Pursuant to the terms and conditions hereof (includingof the Second Amendment, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Tranche B-3 Term Loan Lenders made Tranche B-3 Term Loans in an aggregate Dollars (whether by agreeing to exchange existing Tranche B-2 Term Loans or by committing to make new loans) to the Borrower on the Second Amendment Effective Date; (e) Pursuant to the terms of the Third Amendment, the Tranche B-4 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-4 Term Loans in Dollars to the Borrower on the Third Amendment Effective Date; and (f) Pursuant to the terms of the Fourth Amendment, the Fourth Amendment Incremental Term Loan Lenders, severally and not jointly, have agreed to make Fourth Amendment Incremental Term Loans in Dollars to the Borrower on the Fourth Amendment Effective Date in a principal amount equal not to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.exceed its Fourth

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Each Lender severally with a Term A Loan Commitment agrees to make a loan to Borrowers (xeach such loan, a “Term A Loan”) on the Closing Date, and Borrower agrees to draw, a Term Loan Date in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇that L▇▇▇▇▇’s Initial Commitment B (Pro Rata Share of the “Initial aggregate Term A Loan B” and, together with Commitments of all Lenders. The Commitments of the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation Lenders to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to A Loans will expire concurrently with the making of Term A Loans on the applicable Initial Closing Date. As of the Closing Date, Monroe Capital (or its Affiliates and/or Related Funds) will be the sole Lender of the Term A Loan on such Borrowing Date(it being understood that this sentence shall not affect the rights of Monroe Capital to transfer or assign any of its Loans after the Closing Date as otherwise not prohibited hereunder). (iib) Subject Each Lender with a Term B Loan Commitment agrees to make one or more loans (each such loan, a “Term B Loan”) during the terms and conditions hereof (including, without limitation, compliance Term B Loan Availability Period in that L▇▇▇▇▇’s Pro Rata Share of the aggregate amounts that Borrower Representative requests from the Administrative Agent. The aggregate amount of all Term B Loans made will not exceed the aggregate Term B Loan Commitments of all Lenders. The Commitments of the Lenders to make Term B Loans will decrease concurrently with the making of Term B Loans on each applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in borrowing date by an aggregate principal amount equal to the aggregate amount of the Term B Loans made on that borrowing date. The Commitments of the Lenders to make Term B Loans will expire at the end of the Term B Loan Availability Period. As of the Closing Date, Monroe Capital (or its Affiliates and/or Related Funds) will hold all of the Term B Loan (it being understood that this sentence shall not affect the rights of Monroe Capital to transfer or assign any of its Loans after the Closing Date as otherwise not prohibited hereunder). (c) Each Lender with a Term C Loan Commitment agrees to make a loan to Borrowers (each such Lender’s Tranche 1 Commitment (the loan, a “Tranche 1 Term C Loan”)) on the Third Amendment Effective Date in that L▇▇▇▇▇’s Pro Rata Share of the aggregate Term C Loan Commitments of all Lenders. Each Lender’s obligation The Commitments of the Lenders to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to C Loans will expire concurrently with the making of Term C Loans on the Tranche 1 Third Amendment Effective Date. As of the Third Amendment Effective Date, Monroe Capital (or its Affiliates and/or Related Funds) will be the sole Lender of the Term C Loan on such Borrowing Date (if made) it being understood that this sentence shall not affect the rights of Monroe Capital to transfer or (b) assign any of its Loans after the lapse of the applicable Draw Period set forth in the Milestone ScheduleThird Amendment Effective Date as otherwise not prohibited hereunder). (iiid) Subject to the terms and conditions hereof (including, without limitation, compliance Each Lender with applicable milestone event set forth in the Milestone Schedule), each Lender severally a Term D Loan Commitment agrees to makemake one or more loans (each such loan, a “Term D Loan”) during the Term D Loan Availability Period in that L▇▇▇▇▇’s Pro Rata Share of the aggregate amounts that Borrower Representative requests from the Administrative Agent. The aggregate amount of all Term D Loans made will not exceed the aggregate Term D Loan Commitments of all Lenders. The Commitments of the Lenders to make Term D Loans will decrease concurrently with the making of Term D Loans on each applicable Draw Period set forth in the Milestone Schedule, a Term Loan in borrowing date by an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 aggregate amount of the Term Loan”)D Loans made on that borrowing date. Each Lender’s obligation The Commitments of the Lenders to make Term D Loans will expire at the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making end of the Tranche 2 Term D Loan on such Borrowing Date Availability Period. As of the Third Amendment Effective Date, Monroe Capital (if madeor its Affiliates and/or Related Funds) will hold all of the Term D Loan Commitments (it being understood that this sentence shall not affect the rights of Monroe Capital to transfer or (b) assign any of its Loans after the lapse of the applicable Draw Period set forth in the Milestone ScheduleThird Amendment Effective Date as otherwise not prohibited hereunder). (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (i) Term A-1 Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Term A-1 Lender severally agrees to make (x) Term A-1 Loans to the Borrower in Dollars in a single advance on the Closing Date, and Borrower agrees to draw, a Term Loan Funding Date in an aggregate principal amount equal not to exceed such Term A-1 Lender’s Initial Commitment A Term A-1 Loan Commitment, provided that the amount of the Term A-1 Loans borrowed on the Funding Date (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial aggregate amount of the Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action A-2 Loans borrowed on the applicable Borrowing Funding Date) shall be in an amount not less than the amount necessary to repay all obligations of the Borrower under the Original Credit Facilities and to repay the principal amount of the Existing Parent Notes outstanding on the Funding Date that are not repaid or repurchased on the Funding Date, which amount related to the repayment of the Existing Parent Notes the Borrower authorizes and directs the Administrative Agent to transfer to the Full Dominion Account. Any portion of the Term A-1 Loan Commitments not drawn by the Required Funding Date shall automatically terminate on the Required Funding Date. The request by the Borrower for the Term A-1 Loans shall be deemed to be a representation by the Borrower that it shall be in compliance with Article IV both before and after giving effect to the making of the applicable Initial requested Term Loan on such Borrowing DateA-1 Loans. (ii) Term A-2 Loan Commitments. Subject to the terms and conditions hereof (includinghereof, without limitation, compliance with and relying upon the applicable milestone event representations and warranties of the Loan Parties set forth herein and in the Milestone Schedule)other Loan Documents, each Term A-2 Lender severally agrees to make, during make Term A-2 Loans to the applicable Draw Period set forth Borrower in Dollars in a single advance on the Milestone Schedule, a Term Loan Funding Date in an amount not to exceed such Term A-2 Lender’s Term A-2 Loan Commitment, provided that the amount of the Term A-2 Loans borrowed on the Funding Date (together with the aggregate amount of the Term A-1 Loans borrowed on the Funding Date) shall be in an amount not less than the amount necessary to repay all obligations of the Borrower under the Original Credit Facilities and to repay the principal amount equal to such Lender’s Tranche 1 Commitment (of the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action Existing Parent Notes outstanding on the earlier Funding Date that are not repaid or repurchased on the Funding Date. Any portion of (a) the applicable Borrowing Term A-2 Loan Commitments not drawn by the Required Funding Date shall automatically terminate on the Required Funding Date. The request by the Borrower for the Term A-2 Loans shall be deemed to be a representation by the Borrower that it shall be in compliance with Article IV both before and after giving effect to the making of the Tranche 1 requested Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleA-2 Loans. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject Each Tranche E Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make (x) Tranche E Term Loans to the Borrower on the Closing Date, and Borrower agrees to draw, a Term Loan 2015 Effective Date in an aggregate principal amount equal not to exceed the amount set forth opposite such Tranche E Term Lender’s Initial Commitment A (the “Initial Term Loan A”name on Schedule I hereto. Amounts borrowed under this Section 2(a) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. (b) The Incremental Term Loan Maturity Date for the Tranche E Term Loans shall be May 14, 2022 and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche E Term Loans shall amortize as provided in Schedule II hereto. All amounts owed hereunder Unless the context shall otherwise require, the Tranche E Term Loans shall constitute “Incremental Term Loans” and, solely with respect to any the Tranche C Term Loans and the Tranche D Term Loans, including “Other Term Loans”, and the Total Prepayment AmountTranche E Term Lenders shall constitute “Incremental Term Lenders” and “Lenders”, in each case for all purposes of the Credit Agreement and the other Loan Documents; provided, however, that $497,589,824.39 aggregate principal of Tranche E Term Loans (such amount being the amount incurred to effect the Tranche B Refinancing) (the “Refinancing Tranche B Term Loans”) shall be paid in accordance with deemed to be Refinancing Term Loans and shall not reduce the payment Incremental Amount; provided, further, however that the Refinancing Tranche B Term Loans shall have the same terms set forth herein as the Tranche E Term Loans. (c) The proceeds of the Tranche E Term Loans shall be used solely (i) to finance the Acquisition and the Tranche B Refinancing and to pay the Transaction Costs and (ii) for general corporate purposes of the Borrower and its Subsidiaries, including, without limitation, payment terms with Permitted Acquisitions. (d) Unless previously terminated, the commitments of the Tranche E Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Tranche E Term Loans on the 2015 Effective Date. (e) With respect to interest payments the Refinancing Tranche B Term Loans, the initial Interest Period applicable thereto shall be the Interest Period set forth in the notice of borrowing delivered on the 2015 Effective Date pursuant to Section 2.5 and mandatory prepayments, if any, set forth in Section 2.104(f) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Datethis Agreement.

Term Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make (x) make, on the Initial Closing Date (subject to satisfaction of the 90% Closing Condition or on the Second Closing Date (if the 90% Closing Condition is not met as of the Initial Closing Date, and Borrower agrees to draw), a Term Loan to the Borrower in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Pro Rata Share of such Lender’s Term Loan A”Commitment. The Borrower may make only one borrowing pursuant to this Section 2.1(a)(i), which borrowing shall be on the Initial Closing Date or the Second Closing Date, as the case may be. Any amount borrowed under this Section 2.1(a) and (ysubsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”)Maturity Date. Each Lender’s obligation to make the Initial Term Loan Commitment shall terminate immediately and without further action on the applicable Borrowing Initial Closing Date or the Second Closing Date, as the case may be, after giving effect to the making funding of the applicable Initial such Term Loan Commitment on such Borrowing Datedate. (ii) Subject Notwithstanding anything to the terms contrary above, if and conditions hereof to the extent the Term Loans are funded on the Initial Closing Date, the Term Loans funded to the Borrower shall be net of the difference of (includingi) the sum of the Term Loan proceeds funded on the Initial Closing Date plus the Convertible Proceeds Amount, without limitation, compliance with and (ii) the applicable milestone event set forth product of the Offer Price (as defined in the Milestone Schedule)Acquisition Agreement) and shares of Capital Stock of Laserscope tendered but not validly withdrawn upon the expiration of the Tender Offer, each Lender severally agrees plus the Top Up Stock Option consideration, if any (such difference under clauses (i) and (ii) above being referred to make, during the applicable Draw Period set forth in the Milestone Schedule, a as “Retained Term Loan Proceeds”). The Borrower shall deposit, or cause to be deposited, the Retained Term Loan Proceeds in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment a Deposit Account of the Borrower, which shall be maintained at Key Bank (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Retained Term Loan Proceeds Deposit Account”) and shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect at all times be subject to the making “control” (as such term is defined in the UCC) of the Tranche 1 Collateral Agent pursuant to a deposit account control agreement, blocked account agreement or other similar agreement in form and substance reasonably satisfactory to the Collateral Agent. The Retained Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, Proceeds shall be paid in accordance with disbursed from such Deposit Account upon the payment terms set forth herein (including, without limitation, payment terms with respect Second Closing Date to interest payments set forth in Section 2.5 pay for fees due and mandatory prepayments, if any, set forth in Section 2.10) and in owing under the Fee Letter, andMerger consideration (as defined in the Acquisition Agreement, Option Consideration (as defined in any eventthe Acquisition Agreement), and other fees and expenses due and owing in connection with the Term Loan (inclusive consummation of Capitalized Interest) shall be paid in full in Cash no later than the Maturity DateMerger.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make (x) make, on the Closing Date, and Borrower agrees to draw, a Initial Term Loan to Borrower in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”Commitment; and (ii) and (y) no later than one (1) Business Day after during the Closing Date, a Delayed Draw Term Loan Commitment Period, each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, on the applicable Delayed Draw Term Loan Credit Dates, Delayed Draw Term Loans to Borrower in an aggregate principal amount equal to such ▇▇▇▇▇▇Lender’s Initial Commitment B (the “Initial Delayed Draw Term Loan B” and, together with Commitment. (b) Borrower may make only one borrowing under the Initial Term Loan ACommitment which shall be on the Closing Date. Borrower may make two borrowings under the Delayed Draw Term Loan Commitment during the Delayed Draw Term Loan Commitment Period, and Delayed Draw Term Loans that are (i) Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount and (ii) Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $100,000 in excess of that amount. Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.26, 2.27 and 2.28, all amounts owed hereunder with respect to (i) the “Initial Term Loan”)Loans shall be paid in full no later than the Initial Term Loan Maturity Date and (ii) the Delayed Draw Term Loans shall be paid in full no later than the Delayed Draw Term Loan Maturity Date. Each Lender’s obligation to make the Initial Term Loan Commitment shall terminate immediately and without further action on the applicable Borrowing Closing Date after giving effect to the making funding of the applicable such Lender’s Initial Term Loan Commitment on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), date. A portion of each Lender severally agrees to make, during the applicable Lender’s Delayed Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making funding of the Tranche 1 such portion of such Lender’s Delayed Draw Term Loan Commitment on such Borrowing Date (if made) or (b) after the lapse of the applicable Delayed Draw Period set forth in the Milestone ScheduleTerm Loan Credit Date. (iiic) Subject The Delayed Draw Term Loans may be effected, in the sole discretion of the Administrative Agent, through an increase in the Initial Term Loans, in which case (w) any Delayed Draw Term Loan Lender not already an Initial Term Loan Lender hereunder shall become an Initial Term Loan Lender, (x) anything in Section 2.14 to the terms and conditions hereof contrary notwithstanding, the Loans made pursuant to the Delayed Draw Term Loan Commitment shall be made solely by the Delayed Draw Term Loan Lenders (including, without limitation, compliance with but thereafter the provisions of Section 2.14 shall be applicable milestone event set forth in the Milestone Scheduleto such Loans), each Lender severally agrees (y) the initial Loans made pursuant to make, during the applicable Delayed Draw Period set forth in the Milestone Schedule, a Term Loan in Commitment shall be either Base Rate Loans or Eurodollar Rate Loans with an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action Interest Period ending on the earlier last day of the earliest expiring then-outstanding Interest Period for Initial Term Loans (anotwithstanding any requirement herein that Interest Periods be one, two, three, six, nine or 12 months) the applicable Borrowing Date after giving effect to and (z) as promptly as practicable following the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Delayed Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, but in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no event not later than the Maturity Datelast day of such earliest-expiring then-outstanding Interest Period for Initial Term Loans), the Delayed Draw Term Loans shall be coordinated with all Initial Term Loans so that all outstanding Initial Term Loans of each Type are allocated ratably among the Initial Term Loan Lenders (including any Delayed Draw Term Loan Lenders that have become Initial Term Loan Lenders) as required by Section 2.14, but in no event shall such reallocation result in a change to the interest periods of the Initial Term Loans that would cause Borrower to be liable for compensation to any Lender pursuant to Section 2.33(c) for any losses, expenses or liabilities.

Term Loan Commitments. (i) Subject to On the terms and subject to the conditions hereofcontained in this Agreement, each Term Loan Lender severally severally, but not jointly, agrees to make a loan (xeach an “A Term Loan”) in Dollars to the Borrower on the Closing Date, and Borrower agrees to draw, a Term Loan Date in an aggregate principal amount equal not to exceed such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Commitment. Amounts of A Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing DateLoans repaid may not be reborrowed. (ii) Subject to On the terms and subject to the conditions hereof (including, without limitation, compliance with the applicable milestone event set forth contained in the Milestone Schedule)this Agreement, each Term Loan Lender severally severally, but not jointly, agrees to make, during make a loan (each a “B Term Loan”) in Dollars to the applicable Draw Period set forth in Borrower on the Milestone Schedule, a Term Loan Closing Date in an aggregate principal amount equal not to exceed such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 B Term Loan shall terminate immediately and without further action on the earlier Commitment. Amounts of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 B Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleLoans repaid may not be reborrowed. (iii) Subject to On the terms and subject to the conditions hereof (including, without limitation, compliance with applicable milestone event set forth contained in the Milestone Schedule)this Agreement, each Delayed-Draw Term Loan Lender severally severally, but not jointly, agrees to make, during the applicable make a loan or loans (each a “Delayed-Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation ) in Dollars to make the Tranche 2 Borrower, which Delayed-Draw Term Loans (A) may be incurred pursuant to up to four separate Borrowings occurring after the Closing Date and prior to the Delayed-Draw Term Loan Commitment Termination Date and (B) shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 be made by each such Delayed-Draw Term Loan on such Borrowing Date (if made) or (b) after Lender in an amount not to exceed the lapse of the applicable Delayed-Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to Commitment, if any, of such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Delayed-Draw Term Loan shall terminate Lender as in effect immediately and without further action on the earlier prior to making any such Delayed-Draw Term Loans. Amounts of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Delayed-Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (i) Subject to the terms and conditions hereof, (A) each Lender severally agrees agreed to make make, (xi) on the Original Closing Date, and Borrower agrees to draw, a an Initial Tranche A-1 Term Loan and Tranche B Term Loan to Parent Borrower in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Tranche A-1 Term Loan A”Commitment and Tranche B Term Loan Commitment, respectively, (ii) and (y) no later than one (1) Business Day after on the First Amendment Closing Date, a an Incremental Tranche A-1 Term Loan to Parent Borrower in an aggregate principal amount equal to such ▇▇▇▇▇▇Lender’s Initial Commitment B (the “Initial Incremental Tranche A-1 Term Loan B” andCommitment, together with (iii) on the Initial Second Amendment Funding Date, a Tranche A-2 Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan Parent Borrower in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 A-2 Term Loan shall terminate immediately Commitment, and without further action on the earlier of (aB) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender lender severally agrees to make, during make (i) on the applicable Draw Period set forth in the Milestone ScheduleAmendment and Restatement Effective Date, a Tranche A-3 Term Loan to Parent Borrower in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 A-3 Term Loan shall terminate immediately Commitment and without further action (ii) from time to time, on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, any Business Day during the applicable Draw Period set forth in the Milestone ScheduleAvailability Period, a Tranche A-4 Term Loan in an aggregate principal amount equal not to exceed such Lender’s Tranche 3 Commitment A-4 Commitment. Parent Borrower may make only one borrowing under each of the Term Loan Commitments (other than the “Tranche 3 A-4 Term Loan”Loan Commitment). Each Lender’s obligation to There is no limit on the number of borrowings that Parent Borrower may make under the Tranche 3 A-4 Term Loan Commitment, provided that the aggregate amount of all such borrowings under the Tranche A-4 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of not exceed the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereofA-4 Commitment. Any Term Loan that is amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. All Subject to Sections 2.8, 2.10 and 2.11, all outstanding amounts owed hereunder with respect to any (1) the Tranche A-1 Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) Loans shall be paid in full in Cash no later than the Tranche A-1 Term Loan Maturity Date and (2) the Tranche A-2 Term Loans shall be paid in full no later than the Tranche A-2 Term Loan Maturity Date and (3) the Tranche A-3 Term Loans shall be paid in full no later than the Tranche A-3 Term Loan Maturity Date and (4) the Tranche A-4 Term Loan shall be paid in full no later than the Tranche A-4 Term Loan Maturity Date. The parties acknowledge that as of the date hereof the Tranche B Term Loan is no longer outstanding. Lender’s Term Loan Commitments (other than the Tranche A-4 Term Loan Commitment) shall terminate immediately and without further action after giving effect to the funding of such Lender’s Term Loan Commitment on the Original Closing Date, the First Amendment Closing Date, the Second Amendment Funding Date or the Amendment and Restatement Effective Date, as applicable. Lender’s Tranche A-4 Term Loan Commitment shall terminate automatically on the Delayed Draw Termination Date.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Each Lender severally with a Term A-1 Loan Commitment agrees to make a loan to Borrower (xeach such loan, a “Term A-1 Loan”) on the Closing Date in that Lender’s Pro Rata Share of the aggregate Term A-1 Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A-1 Loans will expire concurrently with the making of Term A-1 Loans on the Closing Date, and Borrower . (b) Each Lender with a Term A-2 Loan Commitment agrees to drawmake a loan to Borrower (each such loan, a “Term A-2 Loan”) on the Closing Date in that Lender’s Pro Rata Share of the aggregate Term A-2 Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A-2 Loans will expire concurrently with the making of Term A-2 Loans on the Closing Date. Notwithstanding the foregoing or any other provision of this Agreement, each Term A-2 Lender shall not make its Term A-2 Loan in an cash on the Closing Date but shall be deemed to have made its Term A-2 Loan under this Agreement by exchanging (i.e. rolling over) (the “Second Lien Rollover”) its Second Lien Loans for the same aggregate principal amount equal to as such Term A-2 Lender’s Initial Term A-2 Loan Commitment A (the “Initial and Term Loan A”) A-2 Loan. The parties hereto acknowledge and (y) no later than one (1) Business Day after agree that, as of the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making Second Lien Rollover, the Obligations in respect of the applicable Initial Term Loan on such Borrowing DateSecond Lien Loans shall be deemed satisfied and paid in full. (iic) Subject Each Lender with a Term B Loan Commitment agrees to make one or more loans (each such loan, a “Term B Loan”) during the terms and conditions hereof (including, without limitation, compliance Term B Loan Availability Period in that Lender’s Pro Rata Share of the aggregate amounts that Borrower requests from all Lenders. The aggregate amount of all Term B Loans made will not exceed the aggregate Term B Loan Commitments of all Lenders. The Commitments of the Lenders to make Term B Loans will decrease concurrently with the making of Term B Loans on each applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in borrowing date by an aggregate principal amount equal to such Lender’s Tranche 1 Commitment the aggregate amount of the Term B Loans made on that borrowing date. In no event shall more than four (4) borrowings of Term B Loans be advanced to Borrower. The Commitments of the “Tranche 1 Term Loan”). Each Lender’s obligation Lenders to make Term B Loans will expire at the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making end of the Tranche 1 Term B Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleAvailability Period. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Lender (i) the CMBS Bridge Loan Lenders severally agrees agree to make term loans (xeach, a "CMBS Bridge Loan") to the Borrowers on the Closing DateDate in an amount for each CMBS Bridge Loan Lender not to exceed the amount of the CMBS Bridge Loan Commitment of such Lender, and Borrower agrees (ii) the Tranche A Term Loan Lenders severally agree to drawmake term loans (each, a "Tranche A Term Loan") to the Borrowers on the Closing Date in an amount for each Tranche A Term Loan Lender not to exceed the amount of the Tranche A Term Loan Commitment of such Lender and (iii) the Tranche B Term Loan Lenders severally agree to make term loans (each, a "Tranche B Term Loan") to the Borrowers on the Closing Date in an aggregate principal amount equal for each Tranche B Term Loan Lender not to exceed the amount of the Tranche B Term Loan Commitment of such Lender’s Initial Commitment A . The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. (b) Each borrowing of Term Loans shall be made by Holdings, the “Initial Term Loan A”) Company or the Partnership or simultaneously by any of Holdings, the Company and the Partnership and shall be the separate obligation of the Borrower making such borrowing and not of the other Borrowers; provided, however, that pursuant to the Guarantee and Pledge Agreement, Holdings and the Partnership shall guaranty each other's Obligations and the Obligations of the Company (y) no later than one so that (1) Business Day after Holdings and the Closing DatePartnership shall, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” andas Guarantors, together with the Initial Term Loan Abe liable, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect subject to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event limitations set forth in the Milestone Schedule)Guarantee and Pledge Agreement, for each Lender severally agrees others' Obligations and (2) Holdings and the Partnership shall also, as Guarantors, be liable, subject to make, during the applicable Draw Period limitations set forth in the Milestone ScheduleGuarantee and Pledge Agreement, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (for the “Tranche 1 Term Loan”Obligations of the Company, but the Company shall not be liable for the Obligations of Holdings or the Partnership). Each Lender’s obligation The Term Loans have been allocated to make the Tranche 1 Term Loan and shall terminate immediately and without further action be borrowed by each Borrower set forth below on the earlier of (a) the applicable Borrowing Closing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.following amounts:

Term Loan Commitments. (a) On the Initial Closing Date, each Lender that has a Percentage in excess of zero of the Term A Loan Commitment or the Term B Loan Commitment, as applicable, (i) Subject made Loans (relative to such Lender, its "Term A Loans") to the terms and conditions hereof, each Lender severally agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s 's Percentage of the aggregate amount of the Borrowing or Borrowings of Term A Loans requested by the Borrower to be made on the Initial Commitment Closing Date (with the commitment of each such Lender described in this clause (i) herein referred to as its "Term A Loan Commitment"); and (ii) made Loans (relative to such Lender, its "Term B Loans") to the “Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Term B Loans requested by the Borrower to be made on the Initial Closing Date (with the commitment of each such Lender described in this clause (ii) herein referred to as its "Term B Loan Commitment"). (b) On or after the Initial Closing Date but prior to the Delayed Term Loan A”Commitment Termination Date, each Lender that had a Percentage of the Delayed Term Loan Commitment in excess of zero made Loans (relative to such Lender, its "Delayed Term Loans") and to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Delayed Term Loans requested by the Borrower to be made on such day. (yc) On the Term C Closing Date, each Lender that had a Percentage in excess of zero of the Term C Loans made Loans (relative to such Lender, its "Term C Loans") to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Term C Loans requested by the Borrower to be made on the Term C Closing Date (with the Commitment of each such Lender described in this clause (c) herein referred to as its "Term C Loan Commitment"). (d) On the Term D Closing Date (which shall be a Business Day), each Lender that had a Percentage in excess of zero of the Term D Loans made Loans (relative to such Lender, its "Term D Loans") to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Term D Loans requested by the Borrower to be made on the Term D Closing Date (with the Commitment of each such Lender described in this clause (d) herein referred to as its "Term D Loan Commitment"). (e) On the Term E Closing Date (which shall be a Business Day), each Lender that had a Percentage in excess of zero of the Term E Loans made Loans (relative to such Lender, its "Term E Loans") to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Term E Loans requested by the Borrower to be made on the Term E Closing Date (with the Commitment of each such Lender described in this clause (e) herein referred to as its "Term E Loan Commitment"). (f) On the Term F Closing Date (which shall be a Business Day), each Lender that had a Percentage in excess of zero of the Existing Term F Loans made Loans (relative to such Lender, its "Existing Term F Loans") to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Existing Term F Loans requested by the Borrower to be made on the Term F Closing Date (with the Commitment of each such Lender described in this clause (f) herein referred to as its "Existing Term F Loan Commitment"). (i) The Borrower may, on any day no later than one (1) five Business Day after Days preceding the Closing Additional Term F Loan Commitment Termination Date, request that Additional Term F Loan Commitments be solicited by providing an irrevocable written request to the Agents, which request shall state that the Borrower is requesting Additional Term F Loan Commitments in a specific amount not exceeding the Additional Term F Loan in an aggregate principal amount equal to Commitment Amount. Upon receipt of such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan Arequest, the “Initial Term Loan”). Each Administrative Agent shall promptly forward such request to each Lender’s obligation , and each such existing Lender shall have the right (but not the obligation) to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect commit to the making all or a specified portion of the applicable Initial proposed Additional Term F Loan on such Borrowing DateCommitments. (ii) Subject Each Lender, acting in its sole discretion, shall, by written notice to the terms and conditions hereof Agents given no later two Business Days prior to the Additional Term F Loan Commitment Termination Date after the date that the Administrative Agent forwards such request to them, advise the Agents (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each x) whether or not such Lender severally agrees to make an Additional Term F Loan Commitment and (y) the principal amount, stated in Dollars, of such Additional Term F Loan Commitment; provided, that any Lender that does not advise the Agents on or before the date that is two Business Days prior to the Additional Term F Loan Commitment Termination Date shall be deemed not to have committed to any Additional Term F Loan Commitment. The Syndication Agent shall promptly notify the Borrower of the names of the Lenders that have made (or have refused to make, during ) any such commitment and the applicable Draw Period set forth in the Milestone Schedule, a amount of each committing Lender's proposed Additional Term F Loan in an aggregate principal amount equal to Commitment upon receipt of each notice from such Lender’s Tranche 1 . The election of any Lender to agree to an Additional Term F Loan Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation shall be irrevocable but shall not obligate any other Lender to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Scheduleso agree. (iii) Subject If the aggregate amount of the proposed Additional Term F Loan Commitments of the then committing existing Lenders pursuant to the terms and conditions hereof clause (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (ag)(ii) the applicable Borrowing Date after giving effect to above is less than $18,500,000 three Business Days following the making of the Tranche 2 request therefor by the Borrower, then the proposed Additional Term F Loan on Commitments may also be offered to prospective Lenders (and existing Lenders may still consider the request). Each such Borrowing Date prospective Lender (if made) or (b) after each, an "Additional Lender"), shall, by notice to the lapse Borrower and the Agents given no later than two Business Days preceding the Additional Term F Loan Commitment Termination Date, advise the Borrower and the Agents in writing of the applicable Draw Period set forth amount, stated in Dollars, of the Milestone ScheduleAdditional Term F Loan Commitments to which such Additional Lender is irrevocably willing to commit. (iv) Subject It is the intent of the parties hereto that Additional Term F Loans shall be made as soon as possible following the making of any Additional Term F Loan Commitment, subject to the terms and satisfaction of the conditions hereof (including, without limitation, compliance with applicable milestone event set forth in Article V, and the Milestone ScheduleBorrower, the Agents and each such committing existing Lenders and each such Additional Lender shall work together in coordinating the extension of Additional Term F Loans relating to such Additional Term F Loan Commitments on one or more proposed Additional Term F Funding Dates. -40- 48 (v) On each proposed Additional Term F Funding Date (which shall be a Business Day), each Lender severally agrees or Additional Lender has made a commitment to makethe Borrower to fund Additional Term F Loans prior to the Additional Term F Loan Commitment Termination Date will make Loans (relative to such Lender, during its "Additional Term F Loans") to the applicable Draw Period Borrower equal to the amount of the aggregate amount of the Borrowing of Additional Term F Loans requested by the Borrower to be made on such Additional Term F Funding Date (with the commitment of each such Lender described in this clause (g) herein referred to as its "Additional Term F Loan Commitment"), and notwithstanding anything to the contrary herein, upon the making of any such Loans, the Administrative Agent shall (A) revise (1) the Percentage of each Lender with respect to the Term F Loans to be a percentage equal to (x) the aggregate amount of outstanding Term F Loans held by such Lender divided by (y) the aggregate amount of all outstanding Term F Loans multiplied by 100% and (2) the amortization schedule for Term F Loans attached hereto as Annex I on the page entitled "THE TERM F FACILITY", as such schedule may previously have been amended by this Section 2.1.1(g)(v)(A)(2), by (aa) increasing each amount set forth in under the Milestone Scheduleheading "Scheduled Principal Repayment" opposite the dates under the heading "Quarterly Payment Date" from and including June 30, a Term Loan in 2000 through and including March 31, 2005 by an amount equal to 0.25% of the aggregate principal amount of such Loans made on such Additional Term F Funding Date and (bb) increasing the amount set forth under the heading "Scheduled Principal Repayment" opposite the Stated Maturity Date under the heading "Quarterly Payment Date" by an amount equal to 95.0% of the aggregate principal amount of such Loans made on such Additional Term F Funding Date and (B) provide each Lender’s Tranche 3 Commitment (, the “Tranche 3 Term Loan”)Borrower and the Syndication Agent with a copy of such revised Percentages and amortization schedule promptly following any such revisions thereto. Each Lender’s obligation Such revisions to make the Tranche 3 Term Loan such Percentages and amortization schedule shall terminate immediately be conclusive and without further action binding on the earlier parties hereto absent manifest error. (vi) Each Additional Lender that agrees to undertake an Additional Term F Loan Commitment hereunder shall thereupon become a "Lender" for all purposes of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth this Agreement in the Milestone Scheduleamount agreed to by such Additional Lender. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid No amounts paid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term A Loans, including the Total Prepayment AmountTerm B Loans, shall Term C Loans, Term D Loans, Term E Loans, Term F Loans or Delayed Term Loans may be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Datereborrowed.

Term Loan Commitments. (i) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make a single loan (xeach, a "Term Loan") to the Borrower on the Closing Delayed Draw Date in a principal amount not to exceed the Term Loan Commitment of such Lender; provided, that if for any reason the Delayed Draw Date does not occur by December 31, 2011, or the full amount of such Lender's Term Loan Commitment is not fully drawn on the Delayed Draw Date, the undrawn portion thereof shall automatically be cancelled and terminated. The Term Loans may be, from time to time, Base Rate Loans, Adjusted LIBO Rate Loans or LIBOR Index Rate Loans; provided, that all Term Loans shall be the same Type and that on the Delayed Draw Date all Term Loans shall be LIBOR Index Rate Loans. Prior to 11:00 a.m. on the Delayed Draw Date, the Borrower agrees to draw, a shall give the Administrative Agent written notice of the Term Loan Borrowing substantially in an the form of Exhibit 2.5 (a "Notice of Term Loan Borrowing"). The Notice of Term Loan Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount equal to of such Lender’s Initial Commitment A (the “Initial Term Loan A”) Borrowing; and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms date of such Borrowing (which shall be the Delayed Draw Date). Promptly following the receipt of a Notice of Term Loan Borrowing in accordance herewith, and provided that all conditions hereof (including, without limitation, compliance are satisfied in connection with the applicable milestone event set forth in Delayed Draw Date, the Milestone Schedule), Administrative Agent shall advise each Lender severally agrees to make, during of the applicable Draw Period set forth in details thereof and the Milestone Schedule, a amount of such Lender's Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (be made as part of the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 requested Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleBorrowing. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject to the terms and conditions hereofin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender severally agrees to make made a tranche A term loan (xeach, a “Tranche A Term Loan”) on the Closing Date to the Borrower; (b) Subject to the terms and conditions herein and relying upon the representations and warranties herein set forth, each Tranche B Term Loan Lender, severally and not jointly, made, on the Restatement Funding Date, and Borrower agrees to drawa tranche B term loan (each, a “Tranche B Term Loan Loan”) to the Borrower in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Tranche B Term Loan A”Commitment; (c) and (y) no later than one (1) Business Day after Pursuant to the Closing Dateterms of the First Amendment, a the Tranche B-2 Term Loan Lenders made Tranche B-2 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B Term Loans or by committing to make new term loans) to the Borrower on the First Amendment Effective Date; (d) Pursuant to the terms of the Second Amendment, the Tranche B-3 Term Loan Lenders made Tranche B-3 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B-2 Term Loans or by committing to make new loans) to the Borrower on the Second Amendment Effective Date; (e) Pursuant to the terms of the Third Amendment, the Tranche B-4 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-4 Term Loans in Dollars to the Borrower on the Third Amendment Effective Date; (f) Pursuant to the terms of the Fourth Amendment, the Fourth Amendment Incremental Term Loan Lenders, severally and not jointly, have agreed to make Fourth Amendment Incremental Term Loans in Dollars to the Borrower on the Fourth Amendment Effective Date in a principal amount not to exceed its Fourth Amendment Incremental Term Loan Commitment; and (g) Subject to the terms and conditions and relying upon the representations and warranties set forth in the applicable Incremental Assumption Agreement, each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees to make Incremental Term Loans to the Borrower, in an aggregate principal amount equal not to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial exceed its Incremental Term Loan B” andCommitment. (i) Tranche B Term Loans outstanding on the First Amendment Effective Date and (ii) Tranche B-2 Term Loans outstanding on the Second Amendment Effective Date were repaid in full. All (i) Tranche A Term Loans and (ii) Tranche B-3 Term Loans were repaid in full. Subject to Sections 2.9 and 2.10, together all amounts owed hereunder with respect to the Initial Tranche B-4 Term Loans (including the Fourth Amendment Incremental Term Loans) and the Incremental Term Loans shall be paid in full no later than the Tranche B-4 Term Loan AMaturity Date or the applicable Incremental Term Loan Maturity Date, the “Initial Term Loan”)respectively. Each Lender’s obligation to make the Initial Tranche A Term Loan shall terminate Commitment terminated immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Closing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 B Term Loan shall terminate Commitment terminated immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”)Restatement Funding Date. Each Lender’s obligation to make the Tranche 2 B-2 Term Loan shall terminate Commitment terminated immediately and without further action on the earlier of (a) the applicable Borrowing First Amendment Effective Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 B-2 Term Loan Commitment (the “Tranche 3 Term Loan”)on such date. Each Lender’s obligation to make the Tranche 3 B-3 Term Loan shall terminate Commitment terminated immediately and without further action on the earlier of (a) the applicable Borrowing Second Amendment Effective Date after giving effect to such Lender’s Tranche B-3 Term Loan Commitment on such date. Each Lender’s Tranche B-4 Term Loan Commitment under the making Third Amendment terminated immediately and without further action on the Third Amendment Effective Date upon funding of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.B-4

Term Loan Commitments. (i) Subject to the terms and conditions hereofand relying --------------------- upon the representations, warranties and covenants herein set forth, each Lender Bank severally (and not jointly) agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan to each Borrower on the Term-Out Date in an aggregate a principal amount equal to the principal amount of its Revolving Credit Loan or Loans outstanding on such Lender’s Initial Commitment A (the “Initial Term-Out Date to such Borrower; provided, that immediately after making each Term Loan A”(i) and (y) no later than one (1) Business Day after the Closing Date, a -------- ---- aggregate unpaid balance of all Term Loans to the Borrowers shall not exceed the aggregate of the Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (Commitments of all the “Initial Term Loan B” andBanks, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject the aggregate unpaid balance of all Swing Line Loans to MFC plus the terms and conditions hereof (includingaggregate unpaid balance ---- of all Revolving Credit Loans to MFC plus the aggregate unpaid balance of all ---- Term Loans to MFC shall not exceed the MFC Borrowing Base, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject the aggregate unpaid balance of all Swing Line Loans to MBC plus the terms and conditions hereof (includingaggregate unpaid balance ---- of all Revolving Credit Loans to MBC plus the aggregate unpaid balance of all ---- Term Loans to MBC shall not exceed the MBC Borrowing Base, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject the aggregate unpaid balance of all Swing Line Loans to the terms Borrowers plus the aggregate ---- unpaid balance of all Revolving Credit Loans to the Borrowers plus the aggregate ---- unpaid balance of all Term Loans to the Borrowers shall not exceed the sum of the Aggregate Revolving Credit Commitment and conditions hereof the aggregate unpaid balance of all outstanding Term Loans and (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (av) the applicable Borrowing Date after giving effect aggregate unpaid balance of all Swing Line Loans to the making Borrowers plus the aggregate unpaid balance of all Revolving ---- Credit Loans to the Borrowers made by the Swing Line Lender plus the aggregate ---- unpaid balance of all Term Loans to the Borrowers made by the Swing Line Lender shall not exceed the sum of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse Revolving Credit Commitment of the applicable Draw Period set forth in Swing Line Lender and the Milestone Schedule. For the avoidance aggregate unpaid balance of doubt, the Lenders shall have no obligation to make the all outstanding Term Loans under clauses (ii) through (iv) above unless or until of the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.Swing Line

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Lender (i) the CMBS Bridge Loan Lenders severally agrees agree to make term loans (xeach, a “CMBS Bridge Loan”) to the Borrowers on the Closing Date in an amount for each CMBS Bridge Loan Lender not to exceed the amount of the CMBS Bridge Loan Commitment of such Lender, (ii) the Tranche A Term Loan Lenders severally agree to make term loans (each, a “Tranche A Term Loan”) to the Borrowers on the Closing Date in an amount for each Tranche A Term Loan Lender not to exceed the amount of the Tranche A Term Loan Commitment of such Lender and (iii) the Replacement Tranche B Term Loan Lenders severally agree to make term loans (or, in the case of the Continuing Tranche B Term Loan Lenders, pursuant to clause (b), elect to convert Original Tranche B Term Loans) (each, a “Replacement Tranche B Term Loan”) to the Borrowers on the Second Amendment Effective Date in an amount for each Replacement Tranche B Term Loan Lender not to exceed the amount of the Replacement Tranche B Term Loan Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. The Original Tranche B Term Loans were made to the Borrowers on the Closing Date. (b) In connection with the making of the Replacement Tranche B Term Loans pursuant to clause (a) above, and Borrower agrees by delivering written notice to drawthe Tranche B Administrative Agent on or prior to the Second Amendment Effective Date, a any Continuing Tranche B Term Loan Lender may elect to make all of such Lender’s Replacement Tranche B Term Loan requested by the Borrowers to be made on the Second Amendment Effective Date by converting all of the outstanding principal amount of the Original Tranche B Term Loans held by such Lender into Replacement Tranche B Term Loans in an aggregate a principal amount equal to such Lender’s Initial Commitment A the amount of the loans so converted (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Dateeach, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment “Converted Original Tranche B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each On the Second Amendment Effective Date, the Converted Original Tranche B Term Loans shall be converted for all purposes of this Agreement into Replacement Tranche B Term Loans, and the Tranche B Administrative Agent shall record in the Register the aggregate amounts of Converted Original Tranche B Term Loans converted into Replacement Tranche B Term Loans. Any written notice to the Tranche B Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the amount of such Lender’s obligation to make the Initial Replacement Tranche B Term Loan Commitment and the principal amount of the Original Tranche B Term Loans held by such Lender that is to be converted into Replacement Tranche B Term Loans. Converted Original Tranche B Term Loans shall terminate constitute Replacement Tranche B Term Loans for all purposes of this Agreement. (c) The Tranche B Term Loan Refinancing shall not extinguish the Original Tranche B Term Loans; provided that the Original Tranche B Term Loans will be refinanced with the proceeds of the Replacement Tranche B Term Loans. Nothing herein contained shall be construed as a substitution or novation of the Original Tranche B Term Loans, which shall remain outstanding after the Second Amendment Effective Date as Replacement Tranche B Term Loans. Notwithstanding any provision of this Agreement, the provisions of Sections 2.19, 2.20, 2.21 and 10.5 as in effect immediately and without further action on the applicable Borrowing Date after giving effect prior to the making Second Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the applicable Initial Term Loan on such Borrowing Second Amendment Effective Date. (iid) Subject The aggregate principal amount of all Tranche A Term Loans, all Revolving Credit Loans, all Swing Line Loans and all Letters of Credit outstanding under the Credit Agreement on the Second Amendment Effective Date shall continue to be outstanding. (e) Each borrowing of Term Loans shall be made by Holdings, the Company or the Partnership or simultaneously by any of Holdings, the Company and the Partnership and shall be the separate obligation of the Borrower making such borrowing and not of the other Borrowers; provided, however, that pursuant to the terms Guarantee and conditions hereof Pledge Agreement, Holdings and the Partnership shall guaranty each other’s Obligations and the Obligations of the Company (includingso that (1) Holdings and the Partnership shall, without limitationas Guarantors, compliance with be liable, subject to the applicable milestone event limitations set forth in the Milestone Schedule)Guarantee and Pledge Agreement, for each Lender severally agrees others’ Obligations and (2) Holdings and the Partnership shall also, as Guarantors, be liable, subject to make, during the applicable Draw Period limitations set forth in the Milestone ScheduleGuarantee and Pledge Agreement, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (for the “Tranche 1 Term Loan”Obligations of the Company, but the Company shall not be liable for the Obligations of Holdings or the Partnership). Each Lender’s obligation The Term Loans have been allocated to make the Tranche 1 Term Loan and shall terminate immediately and without further action be borrowed by each Borrower set forth below on the earlier of (a) Closing Date in the applicable Borrowing following amounts: CMBS Bridge Loans Tranche A Term Loans Tranche B Term Loans Holdings $ 404,173,759.00 $ 3,650,000,000 $ 2,000,000,000 Partnership $ 222,247,872.30 $ 0 $ 0 Company $ 518,578,368.70 $ 0 $ 0 The Replacement Tranche B Term Loans have been allocated to and shall be borrowed by each Borrower set forth below on the Second Amendment Effective Date after giving effect in the following amounts: Holdings $ 0 Partnership $ 1,995,000,000 Company $ 0 Notwithstanding anything herein to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubtcontrary, the Lenders Partnership shall have no obligation be permitted to make assume all of the Term Loans under clauses (ii) through (iv) above unless or until made to Holdings on the applicable milestone event set forth Closing Date in a manner reasonably satisfactory to the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity DateAdministrative Agent.

Term Loan Commitments. (ia) Subject to the terms and conditions hereofin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender severally agrees to make made a tranche A term loan (xeach, a “Tranche A Term Loan”) on the Closing Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date.Borrower; (iib) Subject to the terms and conditions hereof (including, without limitation, compliance with herein and relying upon the applicable milestone event representations and warranties herein set forth in the Milestone Schedule)forth, each Lender Tranche B Term Loan Lender, severally agrees to makeand not jointly, during made, on the applicable Draw Period set forth in the Milestone ScheduleRestatement Funding Date, a tranche B term loan (each, a “Tranche B Term Loan Loan”) to the Borrower in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment B Term Loan Commitment; (c) Pursuant to the “terms of the First Amendment, the Tranche 1 B-2 Term Loan”). Each Lender’s obligation Loan Lenders made Tranche B-2 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B Term Loans or by committing to make new term loans) to the Borrower on the First Amendment Effective Date; (d) Pursuant to the terms of the Second Amendment, the Tranche 1 B-3 Term Loan shall terminate immediately and without further action Lenders made Tranche B-3 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B-2 Term Loans or by committing to make new loans) to the Borrower on the earlier of Second Amendment Effective Date; (ae) the applicable Borrowing Date after giving effect Pursuant to the making terms of the Third Amendment, the Tranche 1 B-4 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-4 Term Loans in Dollars to the Borrower on such Borrowing Date the Third Amendment Effective Date; (if madef) or (b) after Pursuant to the lapse terms of the applicable Draw Period set forth Fourth Amendment, the Fourth Amendment Incremental Term Loan Lenders, severally and not jointly, have agreed to make Fourth Amendment Incremental Term Loans in Dollars to the Milestone Schedule.Borrower on the Fourth Amendment Effective Date in a principal amount not to exceed its Fourth Amendment Incremental Term Loan Commitment; (iiig) Pursuant to the terms of the Eighth Amendment, the Tranche B-5 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-5 Term Loans in Dollars to the Borrower on the Eighth Amendment Effective Date; and (h) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event and relying upon the representations and warranties set forth in the Milestone Schedule)applicable Incremental Assumption Agreement, each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees to makemake Incremental Term Loans to the Borrower, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal not to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 exceed its Incremental Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleCommitment. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (i) Subject to the terms and conditions hereof, : (i) each Lender severally agrees to make (x) make, on the Closing Date, and Borrower agrees to draw, a an Initial Term Loan to Companies in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) Commitment; and (yii) no later than one (1) Business Day each Lender severally agrees to make, at any time after the Closing Date and prior to the Multi-Draw Commitment Termination Date, a one or more Multi-Draw Term Loans to Companies in an amount not to exceed such Lender’s Multi- Draw Term Loan in an aggregate principal amount equal Commitment immediately prior to giving effect to any such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Multi-Draw Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date ; provided, after giving effect to the making of the applicable Multi-Draw Term Loans, in no event shall Availability with respect to the Multi-Draw Term Loan Commitments be less than $0. Companies may make only one borrowing under the Initial Term Loan Commitment, which borrowing may only occur on such Borrowing the Closing Date. (ii) Subject to . Companies may make one or more borrowings of the terms and conditions hereof (includingMulti-Draw Term Loan Commitment, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, which borrowings may only occur during the applicable Multi-Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereofPeriod. Any Term Loan that is amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. All Subject to Sections 2.11(a) and 2.13, all amounts owed hereunder with respect to any the Initial Term Loans, including Loans and the Total Prepayment Amount, Multi-Draw Term Loans shall be paid Paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash Full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and fully without further action by any Person upon the funding of such Lender’s Initial Term Loan Commitment on the Closing Date. Each Lender’s Multi-Draw Term Loan Commitment shall (x) automatically and permanently be reduced by the amount of each Multi-Draw Term Loan made hereunder, and (y) terminate immediately and without further action by any Person on the Multi-Draw Commitment Termination Date.

Term Loan Commitments. 73 Project Granite – Credit Agreement (ia) Subject to the terms and conditions hereof, including Section 5.2 and Section 5.4 (to the extent applicable), each Lender that has a Term Loan Commitment (referred to as a “Term Loan Lender”) severally agrees that it will make loans as the Cape Phase 1 Borrower may request under this Section 2.1.2 (relative to such Lender, its “Term Loans”) to the Cape Phase 1 Borrower, in a single Borrowing for the conversion of the Construction Loan then outstanding (together with all fees, interest, and other Obligations accrued with respect thereto) into Term Loans. The conversion of Construction Loans into Term Loans shall occur by a deemed funding of Term Loans to the Cape Phase 1 Borrower by the Term Loan Lenders holding a Term Loan Commitment, which amount the Cape Phase 1 Borrower shall be deemed to use to repay the Construction Loans. Each Lender’s Term Loan Commitment shall be irrevocably reduced by the amount of each Term Loan made by such Lender hereunder and any Term Loan Commitments shall expire on the Construction Loan Maturity Date. Notwithstanding the foregoing, the aggregate amount of Term Loans borrowed (or requested to be borrowed on such date) shall not exceed the amount of Term Loans supported in the Conversion Date Borrower Model delivered pursuant to Section 5.2.1(a). (b) On the Conversion Date, each Term Loan Lender severally agrees to make (x) on Term Loans to the Closing DateCape Phase 1 Borrower, and Borrower agrees up to draw, a the amount of the portion of the Term Loan Commitment that has not been utilized to convert Construction Loans into Term Loans as of such date, to be applied in an aggregate principal amount equal to such Lender’s Initial Commitment A accordance with Section 3.01(b)(ii) (Conversion Date Waterfall)] of the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing DateDepositary Agreement; provided that, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to any such Term Loans on the making Conversion Date, the Conversion Date Borrower Model delivered pursuant to Section 5.2.1(a) shall demonstrate compliance with clause (a) of the applicable Initial Term Loan on such Borrowing Datedefinition of “CTL Debt Sizing Criteria.” (iic) Subject to the terms and conditions hereof hereof, including Article V (includingto the extent applicable), without limitation, compliance with the applicable milestone event set forth Cape Phase 1 Borrower may request Term Conversion by delivering an irrevocable written request to the Administrative Agent in the Milestone Schedule)form of Exhibit B-3, each Lender severally agrees to make, during appropriately completed and executed by the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche Cape Phase 1 Commitment Borrower (the “Tranche 1 Term LoanConversion Request”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than five (5) Business Days prior to the Maturity projected Conversion Date; provided that Term Conversion may not occur more than once.

Term Loan Commitments. (i) Subject to On the terms and conditions hereofSecond Amendment Effective Date, each 2025 Replacement Term Lender severally agrees to make (x) on to the Closing Date, and Borrower agrees to draw, a Borrowers the 2025 Replacement Term Loan Loans denominated in Dollars in an aggregate principal amount equal to such 2025 Replacement Term Lender’s Initial Commitment A (the “Initial 2025 Replacement Term Loan A”Commitment as of the Second Amendment Effective Date in accordance with the terms and conditions of the Second Amendment. The 2025 Replacement Term Loans shall constitute Term Loans for all purposes of this Agreement and shall be repaid in accordance with the provisions of this Agreement. Any amount borrowed under this Section 2.01(a)(i) and (y) no later than one (1) Business Day after the Closing Date, a subsequently repaid or prepaid may not be reborrowed. Each 2025 Replacement Term Lender’s Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial for 2025 Replacement Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan Loans shall terminate immediately and without further action on the applicable Borrowing Second Amendment Effective Date after giving effect to the making funding by such 2025 Replacement Term Lender of the applicable Initial each 2025 Replacement Term Loan to be made by it on such Borrowing Datedate. (ii) Subject On the Third Amendment Effective Date, each 2025 Incremental Term Lender agrees to make to the terms and conditions hereof (including, without limitation, compliance with Borrowers the applicable milestone event set forth 2025 Incremental Term Loans denominated in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan Dollars in an aggregate principal amount equal to such 2025 Incremental Term Lender’s Tranche 1 2025 Incremental Term Loan Commitment (as of the “Tranche 1 Third Amendment Effective Date in accordance with the terms and conditions of the Third Amendment. The 2025 Incremental Term Loan”)Loans shall constitute Term Loans for all purposes of this Agreement and shall be repaid in accordance with the provisions of this Agreement. Any amount borrowed under this Section 2.01(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Each 2025 Incremental Term Lender’s obligation to make the Tranche 1 Term Loan Commitment for 2025 Incremental Term Loans shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Third Amendment Effective Date after giving effect to the making funding by such 2025 Incremental Term Lender of the Tranche 1 each 2025 Incremental Term Loan to be made by it on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Scheduledate. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (a) During the Term Loan Draw Period, Lenders made, from time to time, Advances (each a “Draw Period Advance” and, collectively, the “Draw Period Advances”) to Borrower, which Draw Period Advances remain outstanding as of the Fifth Amendment Funding Date in the aggregate principal amount of $15,000,000. Notwithstanding anything else herein to the contrary effective as of the Fifth Amendment Funding Date, (i) no additional Advances (other than, for the avoidance of doubt, the Fifth #227178428 Amendment Advance, Protective Advances and/or Administrative Agent Advances) shall be made or requested, (ii) the existing Draw Period Advances shall be repaid as provided in Section 2.06, and (iii) once paid pursuant to the preceding clause (ii) above, no portion of such existing Draw Period Advances may be re-borrowed. (b) Subject to the terms and provisions of this Agreement, including, without limitation satisfaction or waiver in writing by Administrative Agent of all conditions set forth in Article IV hereof, each Lender severally agrees to make (x) on an Advance in an amount equal to the Closing Date, and Borrower agrees to draw, a undrawn portion of such Lender’s respective Term Loan Commitment to Borrower (i.e. such Lender’s Term Loan Commitment after giving effect to its Draw Period Advances) in an aggregate principal amount equal to such Lender’s Initial Commitment A $35,000,000 on the Fifth Amendment Funding Date (collectively, the “Initial Term Loan AFifth Amendment Advance”) and (y) no later than one (1) Business Day after ). After giving effect to the Closing DateFifth Amendment Advance, a Term Loan in an the aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”)of Advances outstanding hereunder shall be $50,000,000. Each Lender’s obligation to make portion of the Initial Fifth Amendment Advance shall be made by deposit into such deposit accounts identified by the Borrower in the related borrowing request; provided, that under no circumstances shall the aggregate outstanding amount of all Advances made as of the Fifth Amendment Funding Date exceed the aggregate Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleCommitments. For the avoidance of doubt, after the Lenders Fifth Amendment Funding Date, Borrower shall have no obligation ability to make request further Advances hereunder. Once repaid, no portion of the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid Advances may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Datere-borrowed.

Term Loan Commitments. (i) Subject to the terms and conditions hereof, : (i) each Lender severally agrees to make (x) make, on the Closing Date, and Borrower agrees to draw, a an Initial Term Loan to Companies in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”Commitment; and (ii) and (y) no later than one (1) Business Day each Lender severally agrees to make, at any time after the Closing Date and prior to the Multi-Draw Commitment Termination Date, a one or more Multi-Draw Term Loans to Companies in an amount not to exceed such Lender’s Multi-Draw Term Loan in an aggregate principal amount equal Commitment immediately prior to giving effect to any such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Multi-Draw Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date ; provided, after giving effect to the making of the applicable Multi-Draw Term Loans, in GS/Landec – Credit and Guaranty Agreement no event shall Availability with respect to the Multi-Draw Term Loan Commitments be less than $0. Companies may make only one borrowing under the Initial Term Loan Commitment, which borrowing may only occur on such Borrowing the Closing Date. (ii) Subject to . Companies may make one or more borrowings of the terms and conditions hereof (includingMulti-Draw Term Loan Commitment, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, which borrowings may only occur during the applicable Multi-Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereofPeriod. Any Term Loan that is amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. All Subject to Sections 2.11(a) and 2.13, all amounts owed hereunder with respect to any the Initial Term Loans, including Loans and the Total Prepayment Amount, Multi-Draw Term Loans shall be paid Paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash Full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and fully without further action by any Person upon the funding of such Lender’s Initial Term Loan Commitment on the Closing Date. Each Lender’s Multi-Draw Term Loan Commitment shall (x) automatically and permanently be reduced by the amount of each Multi-Draw Term Loan made hereunder, and (y) terminate immediately and without further action by any Person on the Multi-Draw Commitment Termination Date.

Term Loan Commitments. (i) Subject to the terms and conditions hereofset forth herein, each Lender with a Closing Date Term Loan Commitment severally agrees to make (x) a Term Loan to Borrowers on the Closing Date, and Borrower agrees to draw, a Term Loan Date in an aggregate principal amount equal to such Lender’s Initial Closing Date Term Loan Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Date Term Loan”). Each Lender’s obligation to make the Initial The advance of such Term Loan shall terminate immediately and without further action be made simultaneously by the Lenders on the applicable Borrowing Closing Date after giving effect to the making in accordance with their respective Applicable Percentages of the applicable Initial Term Loan Facility (as such terms were defined and in effect on the Closing Date). Amounts borrowed under this Section 2.01(b)(i) and repaid or prepaid may not be reborrowed. The Borrowers, the other Credit Parties, Administrative Agent and the Lenders acknowledge and agree that the Closing Date Term Loan was fully funded on the Closing Date and that the outstanding principal balance of the Closing Date Term Loan on such Borrowing Datethe First Amendment Effective Date immediately prior to the effectiveness of the First Amendment is $99,750,000. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule)herein, each Lender with a First Amendment Term Loan Commitment severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, make a Term Loan to Borrowers on the First Amendment Effective Date in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment First Amendment Term Loan Commitment. The advance of the First Amendment Term Loan shall be made simultaneously by the First Amendment Term Lenders in accordance with the amounts set forth opposite each such First Amendment Term Lender’s name on Schedule 2(c) to the First Amendment under the heading “First Amendment Term Loan Commitments” (collectively, the “Tranche 1 First Amendment Term Loan”). Each Lender’s obligation Amounts borrowed under this Section 2.01(b)(ii) and repaid or prepaid may not be reborrowed. The First Amendment Term Loan is not, and shall not be deemed, an Increase made pursuant to make the Tranche 1 Section 2.18. The First Amendment Term Loan shall terminate immediately be deemed to be made in addition to the Closing Date Term Loan and without further action on not in repayment thereof and shall constitute a Term Loan for all purposes under the earlier Credit Agreement and each other Loan Document. Without limiting the generality of the foregoing, the loans made pursuant to this subsection 2.01(b)(ii) shall (av) constitute Obligations under the Loan Documents and have all of the benefits thereof, (w) have all of the rights, remedies, privileges and protections applicable to the Term Loans under the Credit Agreement and the other Loan Documents, (x) be secured by the Liens granted to the Administrative Agent under the Security Instruments, (y) be evidenced by Term Notes (if requested by the applicable Borrowing Date Term Lender) and (z) bear interest at rates and have all other terms otherwise applicable to the Term Loans under the Credit Agreement. Immediately after giving effect to the making of the Tranche 1 First Amendment Term Loan pursuant to this subsection 2.01(b)(ii) on such Borrowing Date (if made) or (b) after the lapse First Amendment Effective Date, the principal amount of the applicable Draw Period Term Loans outstanding under the Credit Agreement shall be $163,750,000. All references to a “Term Loan” or the “Term Loans” contained in this Agreement, the Security Agreement and the other Loan Documents shall be deemed to include the First Amendment Term Loan, together with the Closing Date Term Loan and other Term Loans, as applicable. Each Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that, as of the First Amendment Effective Date, it has no defense, set forth off, claim or counterclaim against the Administrative Agent and the Lenders with regard to its Obligations in respect of the Milestone Schedule. (iii) Subject to the terms and conditions hereof Term Loans (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Closing Date Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (and the “Tranche 2 First Amendment Term Loan”). Each Lender’s ) and (y) reaffirms its obligation to make repay the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof Loans (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Closing Date Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (and the “Tranche 3 First Amendment Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term and provisions of this Agreement and the other Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity DateDocuments.”

Term Loan Commitments. (ia) Subject to the terms and conditions hereofin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender severally agrees to make made a tranche A term loan (xeach, a “Tranche A Term Loan”) on the Closing Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date.Borrower; (iib) Subject to the terms and conditions hereof (including, without limitation, compliance with herein and relying upon the applicable milestone event representations and warranties herein set forth in the Milestone Schedule)forth, each Lender Tranche B Term Loan Lender, severally agrees to makeand not jointly, during made, on the applicable Draw Period set forth in the Milestone ScheduleRestatement Funding Date, a tranche B term loan (each, a “Tranche B Term Loan Loan”) to the Borrower in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment B Term Loan Commitment; (c) Pursuant to the “terms of the First Amendment, the Tranche 1 B-2 Term Loan”). Each Lender’s obligation Loan Lenders made Tranche B-2 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B Term Loans or by committing to make new term loans) to the Borrower on the First Amendment Effective Date; (d) Pursuant to the terms of the Second Amendment, the Tranche 1 B-3 Term Loan shall terminate immediately and without further action Lenders made Tranche B-3 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B-2 Term Loans or by committing to make new loans) to the Borrower on the earlier of Second Amendment Effective Date; (ae) the applicable Borrowing Date after giving effect Pursuant to the making terms of the Third Amendment, the Tranche 1 B-4 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-4 Term Loans in Dollars to the Borrower on such Borrowing Date the Third Amendment Effective Date; (if madef) or (b) after Pursuant to the lapse terms of the applicable Draw Period set forth Fourth Amendment, the Fourth Amendment Incremental Term Loan Lenders, severally and not jointly, have agreed to make Fourth Amendment Incremental Term Loans in Dollars to the Milestone Schedule.Borrower on the Fourth Amendment Effective Date in a principal amount not to exceed its Fourth Amendment Incremental Term Loan Commitment; and (iiig) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event and relying upon the representations and warranties set forth in the Milestone Schedule)applicable Incremental Assumption Agreement, each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees to makemake Incremental Term Loans to the Borrower, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal not to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 exceed its Incremental Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleCommitment. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (i) Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Term Loan Lender severally agrees to make term loans (xeach, a “Term Loan”) in Dollars to the Borrowers on the Closing Date in the principal amount of such Term Loan Lender’s Term Loan Commitment. The Borrowers shall deliver a duly completed Loan Request substantially in the form of Exhibit 3.1 at least two Business Days prior to the Closing Date. The Term Loans shall be advanced, initially, under the Base Rate Option, provided that the Borrowers may from time to time after the Closing Date and prior to the Expiration Date renew or convert the Interest Rate Option applicable to the Term Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not later than 10:00 a.m., New York City time, (i) three (3) Business Days prior to the date of conversion to or the renewal of the LIBOR Rate Option for any such Term Loans, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”ii) and (y) no later than one (1) Business Day after prior to the Closing Datelast day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a Term duly completed Loan Request therefore substantially in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”)form of Exhibit 3.1. Each Lender’s obligation to make the Initial Term Loan Request shall terminate immediately be irrevocable and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of specify (a) the applicable proposed Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or Date; (b) after the lapse aggregate amount of the applicable Draw Period set forth Term Loans; (c) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which shall be in integral multiples of $1,000,000 and not less than $5,000,000 for each Borrowing Tranche to which the Milestone Schedule. LIBOR Rate Option applies and in integral multiples of $100,000 and not less than the lesser of $500,000 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (iiid) Subject whether the LIBOR Rate Option or Base Rate Option shall apply to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) proposed Loans comprising the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date and (if madee) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject case of a Borrowing Tranche to which the terms and conditions hereof (includingLIBOR Rate Option applies, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make appropriate Interest Periods for the Term Loans under clauses (ii) through (iv) above unless comprising such Borrowing Tranche. If the Loan Request is not submitted by the Borrowers on or until before the applicable milestone event set forth Closing Date or if a Loan Request is submitted by such date in an amount less than the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any aggregate Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term LoansCommitments, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, then the Term Loan (inclusive of Capitalized Interest) Commitments shall be paid in full in Cash reduced (A) to zero if no later than Loan Request is submitted or (B) to the Maturity Dateamount of the Loan Request, if one is submitted, as of the Closing Date and any further advance of the Term Loans shall no longer be available to the Borrowers.

Term Loan Commitments. (i) Subject to the terms and conditions set forth in Section 4.01 hereof, each Lender severally agrees to make (x) to the Borrower on the Closing Date, and Borrower agrees to draw, Date a Term Loan denominated in an aggregate principal amount Dollars equal to such Lender’s Initial Term Loan Commitment A on the Closing Date (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term LoanLoans”). Each Lender’s obligation to make After the Initial Term Loan shall terminate immediately Closing Date and without further action on the applicable Borrowing Date after giving effect or prior to the making of the applicable Initial Term Loan on such Borrowing Delayed Draw Commitment Termination Date. (ii) Subject , subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule)Section 4.03 hereof, each Lender severally agrees to make, during make to the Borrower on the applicable Delayed Draw Period set forth in the Milestone Schedule, Closing Date a Term Loan denominated in Dollars in an aggregate principal amount equal to requested by the Borrower but not exceeding such Lender’s Tranche 1 Delayed Draw Commitment as of such date immediately prior to giving effect to such Borrowing (the “Tranche 1 Delayed Draw Term LoanLoans”). Each Lender’s obligation to make ; provided that the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to of all such Lender’s Tranche 2 Commitment (Borrowings of Delayed Draw Term Loans shall not exceed the “Tranche 2 aggregate amount of the Delayed Draw Commitments as of the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Initial Term Loan”). Each Lender’s obligation to make Loans and Delayed Draw Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided that Delayed Draw Term Loans will initially be of the Tranche 2 same Type and will have the same Interest Period as the Term Loan shall terminate Loans outstanding immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect prior to the making Borrowing of the Tranche 2 such Delayed Draw Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleLoans. For the avoidance of doubt, the Lenders shall have no obligation to make the Initial Term Loans under clauses (ii) through (iv) above unless or until and Delayed Draw Term Loans will have the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Datesame CUSIP number.

Term Loan Commitments. (i) Subject to the terms and conditions hereofand relying upon the representations, warranties and covenants herein set forth, each Lender Bank severally (and not jointly) agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan to each Borrower on the Term-Out Date in an aggregate a principal amount equal to the principal amount of its Revolving Credit Loans and Swing Line Loans outstanding on such Lender’s Initial Term-Out Date to such Borrower (after which the amount of such Bank's Revolving Credit Commitment A (shall be $0); provided, that immediately prior to making each Term Loan, the “Initial Borrowers execute Term Notes in favor of each Bank making a Term Loan, and immediately after making each Term Loan A”(i) the aggregate unpaid balance of all Term Loans to the Borrowers shall not exceed the aggregate of the Term Loan Commitments of all the Banks, (ii) the aggregate unpaid balance of all Swing Line Loans to MFC plus the aggregate unpaid balance of all Revolving Credit Loans to MFC plus the aggregate unpaid balance of all Term Loans to MFC shall not exceed the MFC Borrowing Base, (iii) the aggregate unpaid balance of all Swing Line Loans to MBC plus the aggregate unpaid balance of all Revolving Credit Loans to MBC plus the aggregate unpaid balance of all Term Loans to MBC shall not exceed the MBC Borrowing Base, (iv) the aggregate unpaid balance of all Swing Line Loans to the Borrowers plus the aggregate unpaid balance of all Revolving Credit Loans to the Borrowers plus the aggregate unpaid balance of all Term Loans to the Borrowers shall not exceed the sum of the Aggregate Revolving Credit Commitment and the aggregate unpaid balance of all outstanding Term Loans, (v) the aggregate unpaid balance of all Swing Line Loans to the Borrowers plus the aggregate unpaid balance of all Revolving Credit Loans to the Borrowers made by the Swing Line Lender plus the aggregate unpaid balance of all Term Loans to the Borrowers made by the Swing Line Lender shall not exceed the sum of the Revolving Credit Commitment of the Swing Line Lender and the aggregate unpaid balance of all outstanding Term Loans of the Swing Line Lender, and (yvi) no later than one (1) Business Day after the Closing Date, a MFC Borrowing Base plus the MBC Borrowing Base shall be in an amount at least equal to the aggregate unpaid balance of all Senior Debt at such time. The proceeds of each Term Loan in to a Borrower shall be made available to such Borrower by such Bank on the applicable Term-Out Date by applying such proceeds directly to the payment of the amounts owing to such Bank with respect to such Bank's Revolving Credit Loans to such Borrower and the Aggregate Revolving Credit Commitment shall be reduced by an amount equal to the aggregate principal amount equal of such Term Loans. Prior to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial each Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule)'s Maturity, each Lender severally agrees Borrower may prepay (and is required to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (aprepay) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) made to it, only in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid provisions hereof, but thereafter may not be reborrowed. All reborrow amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Dateso prepaid.

Term Loan Commitments. (i) Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan (xeach, a “Term Loan”) to the Borrower on or within thirty (30) days after the Closing Date, and Borrower agrees to draw, a Term Loan Date in an aggregate principal amount equal not to exceed the full amount of such Lender’s Initial Commitment A (the “Initial Term Loan A”Commitment. The Term Loans shall be advanced in Dollars, and, initially, under the Base Rate Option, provided that the Borrower may from time to time prior to the Expiration Date renew or convert the Interest Rate Option applicable to the Term Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Agent, not later than 11:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to the date of conversion to or the renewal of the Euro-Rate Option for any such Loans, and (yii) no later than one (1) Business Day after prior to the Closing Datelast day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a Term duly completed Loan Request therefore substantially in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”)form of Exhibit 2.5. 1. Each Lender’s obligation to make the Initial Term Loan Request shall terminate immediately be irrevocable and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of specify (a) the applicable proposed Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or Date; (b) after the lapse aggregate amount of the applicable Draw Period set forth Term Loans; (c) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which shall be in integral multiples of $1,000,000.00 and not less than $5,000,000.00 for each Borrowing Tranche to which the Milestone Schedule. Euro-Rate Option applies and in integral multiples of $100,000.00 and not less than the lesser of $500,000.00 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (iiid) Subject whether the Euro-Rate Option or Base Rate Option shall apply to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) proposed Loans comprising the applicable Borrowing Tranche; and (e) in the case of a Borrowing Tranche to which the Euro-Rate Option applies, appropriate Interest Periods for the Loans comprising such Borrowing Tranche. If the Loan Request is not submitted by the Borrower on or before the thirtieth (30th) day after the Closing Date after giving effect or if a Loan Request is submitted by such date in an amount less than the aggregate Term Loan Commitments, then the Term Loan Commitment shall be reduced (A) to zero if no Loan Request is submitted, or (B) the making amount of the Tranche 2 Term Loan on Request, if one is submitted, as of such Borrowing Date (if made) or (b) thirtieth day after the lapse Closing Date or the funding of such Loan Request, as the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms case may be, and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without any further action on the earlier advance of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until shall no longer be available to the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity DateBorrower.

Term Loan Commitments. (ia) Subject Immediately prior to giving effect to this Agreement, as of the Closing Date, the outstanding principal balance of the loans made under the Original Agreement was $194,211,168.22 (the “Outstanding Original Term Loan Balance”). On the Closing Date, and upon the effectiveness of this Agreement, the Outstanding Original Term Loan Balance shall be continued and shall convert automatically for all purposes of this Agreement to outstanding loans (each loan under this Section 2.1(a), (b), or (d), individually a “Term Loan” and, collectively, the “Term Loans”) hereunder owing to the Lenders as if such Term Loans had been made by the Lenders to the Borrower hereunder on the Closing Date ratably in accordance with their respective Lender’s Percentage. (b) Each Lender severally and not jointly agrees, subject to the terms and conditions hereof, each Lender severally agrees to make (x) an additional Term Loan on the Closing Date, and Borrower agrees as specified in a Notice of Borrowing delivered pursuant to drawSection 2.3, a Term Loan in up to an aggregate principal amount equal to the positive difference of (a) the lesser of (i) such Lender’s Initial Commitment A (Percentage of the “Initial Term Loan A”) and (y) no later than one (1) Business Day after Borrowing Base as of the Closing Date, a Term Loan in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan shall terminate immediately Date and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject such Lender’s Term Loan Commitment as of the Closing Date and (b) such Lender’s Percentage of the Outstanding Original Term Loan Balance. The aggregate amount of such additional Borrowing on the Closing Date plus the Outstanding Original Term Loan Balance is referred to herein as the “Closing Date Borrowing Amount”. To the extent that any Lender consents to the Borrower’s request for an Incremental Term Loan Commitment in accordance with Section 2.1(d), each Lender that agrees to provide an Incremental Term Loan Commitment severally and not jointly agrees, subject to the terms and conditions hereof (includinghereof, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a make an additional Term Loan in Dollars to the Borrower on the Incremental Term Loan Borrowing Date, in an aggregate principal amount equal not to exceed the lesser of (i) such Lender’s Tranche 1 Commitment Percentage of the Borrowing Base as of the Incremental Term Loan Borrowing Date and (ii) such Lender’s Incremental Term Loan Commitment. The Closing Date Borrowing Amount, together ‑36‑ with the aggregate amount of such Borrowing on the Incremental Term Loan Borrowing Date (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Incremental Term Loan shall terminate immediately Borrowing Amount”) from and without further action on after the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Incremental Term Loan on such Borrowing Date (if made) or (b) after Date, is referred to herein as the lapse of the applicable Draw Period set forth in the Milestone Schedule“Aggregate Borrowing Amount”. (iiic) Subject Unless the Borrower notifies the Administrative Agent in accordance with Section 2.3(a), and subject to the terms and conditions hereof hereof, all Term Loans shall initially be Eurodollar Loans with an Interest Period (including, without limitation, compliance with applicable milestone event set forth in other than the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a initial Interest Period) of one (1) month. No amount of any Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedulemay be reborrowed once it is repaid. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (a) During the Term Loan Draw Period, ▇▇▇▇▇▇▇ made, from time to time, Advances (each a “Draw Period Advance” and, collectively, the “Draw Period Advances”) to Borrower, which Draw Period Advances remain outstanding as of the Fifth Amendment Funding Date in the aggregate principal amount of $15,000,000. Notwithstanding anything else herein to the contrary effective as of the Fifth Amendment Funding Date, (i) no additional Advances (other than, for the avoidance of doubt, the Fifth Amendment Advance, Protective Advances and/or Administrative Agent Advances) shall be made or requested, (ii) the existing Draw Period Advances shall be repaid as provided in Section 2.06, and (iii) once paid pursuant to the preceding clause (ii) above, no portion of such existing Draw Period Advances may be re-borrowed. (b) Subject to the terms and provisions of this Agreement, including, without limitation satisfaction or waiver in writing by Administrative Agent of all conditions set forth in Article IV hereof, each Lender severally agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan an Advance in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to undrawn portion of such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial respective Term Loan B” and, together with the Initial Commitment to Borrower (i.e. such Lender’s Term Loan ACommitment after giving effect to its Draw Period Advances) in an aggregate amount equal to $35,000,000 on the Fifth Amendment Funding Date (collectively, the “Initial Term LoanFifth Amendment Advance”). After giving effect to the Fifth Amendment Advance, the aggregate principal amount of Advances outstanding hereunder shall be $50,000,000. Each Lender’s obligation to make portion of the Initial Fifth Amendment Advance shall be made by deposit into such deposit accounts identified by the Borrower in the related borrowing request; provided, that under no circumstances shall the aggregate outstanding amount of all Advances made as of the Fifth Amendment Funding Date exceed the aggregate Term Loan shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Date. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with the applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleCommitments. For the avoidance of doubt, after the Lenders Fifth Amendment Funding Date, Borrower shall have no obligation ability to make request further Advances hereunder. Once repaid, no portion of the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid Advances may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Datere-borrowed.

Term Loan Commitments. (i) Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, each Lender with a Term Loan A Commitment severally and not jointly agrees to make a loan (xthe “Term Loan A”) in Dollars to Borrower on any Business Day during the period from the Closing Date to and including the Term Loan A Commitment Termination Date, and Borrower agrees to draw, a Term Loan in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after A Commitment. Upon the Closing Date, a Term Loan in an aggregate principal amount equal to funding of such ▇▇▇▇▇▇’s Initial Commitment B (the “Initial Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each Lender’s obligation to make the Initial Term Loan A Commitment shall terminate immediately and without further action on the applicable Borrowing Date after giving effect to the making of the applicable Initial Term Loan on such Borrowing Dateterminate. (ii) Subject to the terms and conditions hereof (including, without limitation, compliance with of this Agreement and in reliance upon the applicable milestone event set forth in representations and warranties of the Milestone Schedule)Loan Parties contained herein, each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, with a Term Loan B Commitment severally and not jointly agrees to make a loan (the “Term Loan B”) in Dollars to Borrower on any Business Day during the period from the Closing Date to and including the Term Loan B Commitment Termination Date, in an aggregate principal amount equal to such Lender’s Tranche 1 Commitment (the “Tranche 1 Term Loan”). Each Lender’s obligation to make the Tranche 1 Term Loan shall terminate immediately and without further action on B Commitment. Upon the earlier funding of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 1 such Term Loan on such Borrowing Date (if made) or (b) after B, the lapse of the applicable Draw Period set forth in the Milestone ScheduleTerm Loan B Commitment shall terminate. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth of this Agreement and in reliance upon the Milestone Schedule)representations and warranties of the Loan Parties contained herein, each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, with a Term Loan C Commitment severally and not jointly agrees to make a loan (the “Term Loan C”, and together with the Term Loan A and Term Loan B, each a “Term Loan” and collectively, the “Term Loans”) in Dollars to Borrower on any Business Day during the period from the Closing Date to and including the Term Loan C Commitment Termination Date, in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on C Commitment. Upon the earlier funding of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 such Term Loan on such Borrowing Date (if made) or (b) after C, the lapse of the applicable Draw Period set forth in the Milestone ScheduleTerm Loan C Commitment shall terminate. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, Once a Term Loan in an aggregate principal amount equal is repaid or prepaid, it cannot be reborrowed. (v) Each Term Loan made by each Lender is evidenced by this Agreement, and if requested by such Lender, a Note payable to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.

Term Loan Commitments. (ia) Subject to the terms and conditions hereof, each Each Lender severally with a Term A-1 Loan Commitment agrees to make a loan to Borrower (xeach such loan, a “Term A-1 Loan”) on the Closing Date, and Borrower agrees to draw, a Term Loan Date in an aggregate principal amount equal to such Lender’s Initial Commitment A (the “Initial Term Loan A”) and (y) no later than one (1) Business Day after the Closing Date, a Term Loan in an aggregate principal amount equal to such that ▇▇▇▇▇▇’s Initial Pro Rata Share of the aggregate Term A-1 Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A-1 Loans will expire concurrently with the making of Term A-1 Loans on the Closing Date. (b) Each Lender with a Term A-2 Loan Commitment B agrees to make a loan to Borrower (each such loan, a “Term A-2 Loan”) on the Closing Date in that ▇▇▇▇▇▇’s Pro Rata Share of the aggregate Term A-2 Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A-2 Loans will expire concurrently with the making of Term A-2 Loans on the Closing Date. Notwithstanding the foregoing or any other provision of this Agreement, each Term A-2 Lender shall not make its Term A-2 Loan in cash on the Closing Date but shall be deemed to have made its Term A-2 Loan under this Agreement by exchanging (i.e. rolling over) (the “Initial Second Lien Rollover”) its Second Lien Loans for the same aggregate principal amount as such Term Loan B” and, together with the Initial Term Loan A, the “Initial Term Loan”). Each A-2 Lender’s obligation to make Term A-2 Loan Commitment and Term A-2 Loan. The parties hereto acknowledge and agree that, as of the Initial Term Loan shall terminate immediately and without further action on the applicable Borrowing Date Closing Date, after giving effect to the making Second Lien Rollover, the Obligations in respect of the applicable Initial Term Loan on such Borrowing DateSecond Lien Loans shall be deemed satisfied and paid in full. (iic) Subject Each Lender with a Term B Loan Commitment agrees to make one or more loans (each such loan, a “Term B Loan”) during the terms and conditions hereof (including, without limitation, compliance Term B Loan Availability Period in that ▇▇▇▇▇▇’s Pro Rata Share of the aggregate amounts that Borrower requests from all Lenders. The aggregate amount of all Term B Loans made will not exceed the aggregate Term B Loan Commitments of all Lenders. The Commitments of the Lenders to make Term B Loans will decrease concurrently with the making of Term B Loans on each applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in borrowing date by an aggregate principal amount equal to such Lender’s Tranche 1 Commitment the aggregate amount of the Term B Loans made on that borrowing date. In no event shall more than four (4) borrowings of Term B Loans be advanced to Borrower. The Commitments of the “Tranche 1 Term Loan”). Each Lender’s obligation Lenders to make Term B Loans will expire at the Tranche 1 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making end of the Tranche 1 Term B Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone ScheduleAvailability Period. (iii) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 2 Commitment (the “Tranche 2 Term Loan”). Each Lender’s obligation to make the Tranche 2 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 2 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. (iv) Subject to the terms and conditions hereof (including, without limitation, compliance with applicable milestone event set forth in the Milestone Schedule), each Lender severally agrees to make, during the applicable Draw Period set forth in the Milestone Schedule, a Term Loan in an aggregate principal amount equal to such Lender’s Tranche 3 Commitment (the “Tranche 3 Term Loan”). Each Lender’s obligation to make the Tranche 3 Term Loan shall terminate immediately and without further action on the earlier of (a) the applicable Borrowing Date after giving effect to the making of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse of the applicable Draw Period set forth in the Milestone Schedule. For the avoidance of doubt, the Lenders shall have no obligation to make the Term Loans under clauses (ii) through (iv) above unless or until the applicable milestone event set forth in the Milestone Schedule has been satisfied (or otherwise waived) in accordance with the terms thereof. Any Term Loan that is subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to any Term Loans, including the Total Prepayment Amount, shall be paid in accordance with the payment terms set forth herein (including, without limitation, payment terms with respect to interest payments set forth in Section 2.5 and mandatory prepayments, if any, set forth in Section 2.10) and in the Fee Letter, and, in any event, the Term Loan (inclusive of Capitalized Interest) shall be paid in full in Cash no later than the Maturity Date.