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 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 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 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. (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 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 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. (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. (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. On the terms and subject to the conditions contained in this Agreement, (i) Subject each Original Term Loan Lender made loans in an aggregate principal amount of $325,000,000 (each, an “Original Term Loan”) to the terms Borrower on the Closing Date, of which $125,000,000 has been prepaid and conditions hereof, is no longer outstanding and (ii) each Additional Term Loan Lender severally agrees to make (x) on the Closing Date, and Borrower agrees to draw, a Term Loan additional loans in an aggregate principal amount equal to such Lender’s Initial Commitment A of $150,000,000 (the each, an “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 Additional Term Loan”). Each Lender’s obligation ) to make the Initial Term Loan shall terminate immediately and without further action Borrower on the applicable Borrowing Date after giving effect to Amendment Effective Date. On the making of the applicable Initial Term Loan on such Borrowing Amendment Effective 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 all Original Term Loans which remain outstanding and all Additional Term Loans shall be “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 thereofthis Agreement. Any Amounts of Term Loan that is subsequently Loans repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect .” (iii) Section 2.02 (Borrowings, Conversions and Continuations of Loans) of the Credit Agreement is hereby amended by (A) amending and restating the text of part (A) of clause (a) thereof in its entirety to any read as follows: “the date of such proposed Borrowing (which in the case of the Term Loan Borrowing, shall be the Closing Date or, in the case of the Additional Term Loans, including the Total Prepayment AmountAmendment Effective Date)” and (B) inserting the following at the end of the last sentence of clause (a)(ii) thereof: “; provided, shall be paid that, in accordance with the payment terms set forth herein (includingcase of Borrowings in respect of Additional Revolving Loans or Additional Term Loans, without limitation, payment terms with respect to interest payments the applicable conditions set forth in Section 2.5 and mandatory prepayments5.02 (Conditions Precedent to Each Credit Extension) be fulfilled (or duly waived in accordance with Section 11.01 (Amendments, if any, set forth in Section 2.10Etc.) and in 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 Amendment Effective Date.” (iv) Section 2.06 (Repayment of Loans) of the Credit Agreement is hereby amended by amending and restating clause (c) thereof in its entirety to read as follows:

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 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. (ia) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make a single loan to the Borrower on or within sixty (x60) on days after the Closing Date, and Borrower agrees to draw, Date in a Term Loan in an aggregate principal amount equal to the Term Loan Commitment of such Lender’s Initial Commitment A . The Term Loans may be, from time to time, Base Rate Loans or Eurocurrency Rate Loans or a combination thereof; provided, that on the Closing Date all outstanding Term Loans shall be Base Rate Loans until the Borrower elects otherwise in accordance with this Agreement. (the “Initial Term Loan A”b) and On or within sixty (y60) no later than one (1) Business Day days after the Closing Date, a the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Term Loan Borrowing substantially in an the form of Exhibit C (a “Notice of Term Loan Borrowing”) (x) prior to 12:00 noon (New York, New York time) the day of a Base Rate Borrowing or (y) prior to 12:00 noon (New York, New York time) three (3) Business Days prior to the requested date of a Eurocurrency Rate Borrowing. Each Notice of Term Loan Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount equal to of such ▇▇▇▇▇▇’s Initial Commitment B (Borrowing which shall be the “Initial Aggregate Term Loan B” andCommitment Amount, 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 comprising 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. Borrowing, (iv) Subject in the case of a Eurocurrency Rate 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 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 provisions of the Tranche 3 Term Loan on such Borrowing Date (if made) or (b) after the lapse definition 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 Interest Period); provided 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 Borrowing shall consist entirely of Base Rate Loans or Eurocurrency Rate Loans, as the Borrower may request, and (inclusive v) the account of Capitalized Interest) shall the Borrower to which the proceeds of such Term Loan Borrowing should be paid in full in Cash no later than the Maturity Datecredited.

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 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. (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. (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. (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. (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. (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 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.

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.