Revolving Commitments. If at any time # the Outstanding Amount of Revolving Obligations shall exceed the lesser of # the Aggregate Revolving Commitments or # the Borrowing Base, # the Outstanding Amount of Letter of Credit Obligations shall exceed the Letter of Credit Sublimit, or # the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit, immediate prepayment will be made on or in respect of the Revolving Obligations in an amount equal to such excess; provided, however, that, except with respect to clause (B), Letter of Credit Obligations shall not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans have been paid in full.

Term Commitments. Subject to the terms and conditions hereof, each Initial Term Lender agrees to make an Initial Term Loan to the Borrower on the Closing Date in an amount equal to the amount of the Initial Term Commitment of such Lender. Such Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with [Sections 2.2 and 2.11], and once repaid in accordance with the provisions hereof may not be reborrowed.

During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, to:

Affirmative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, the Company Parties agree to:

Minimum Commitments. The aggregate amount of the increases in the Revolving Credit Commitments and Incremental Term Loans at any time provided by New Lenders and/or an Increasing Lenders shall be at least $40,000,000.

Aggregate Earn-Out Amount. In addition to the Closing Stock Consideration, Parent will pay an additional aggregate amount up to $9,000,000 (the “Earn-Out Amount”) as determined in accordance with [Schedule 2.10]. The Earn-Out Amount shall be payable in accordance with the Spreadsheet delivered by the Stockholder Representative.

The initial MABL is set out in the Details.

Aggregate Limitation on Deductions. Notwithstanding anything to the contrary herein, under no circumstances shall the combined effect of all reductions to the royalties payable to a Party under [Sections 6.4.2(b), 6.4.3 and 6.4.4]4]4], on a country-by-country and Licensed Product-by-Licensed Product basis, reduce the effective royalties payable by a Party pursuant to this Agreement for any Calendar Quarter below ​ percent (​) of the otherwise applicable royalties pursuant to Section 6.4.1; provided that, each Party shall have the right to carry forward for application against royalties payable to the other Party with respect to Net Sales of such Licensed Product in such country in future periods any amount that is not so credited due to the limitation in this [Section 6.4.5].

The Borrower may at any time or from time to time on one or more occasions request # prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) or # the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”; it being understood that the Increase Joinder will set forth whether such Incremental Term Loan Commitment is # a commitment to make term loans with terms identical to (and that shall together with any then outstanding Term B Loans form a single Class of) Term B Loans or # a commitment to make term loans with pricing, maturity, amortization, participation in mandatory prepayments or other terms different from the Term B Loans (term loans incurred pursuant to this clause (y), the “Other Incremental Term Loans”)) in an amount not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Incremental Amount) individually and in an amount not to exceed the Incremental Amount at the time such Incremental Term Loans are funded or Increased Revolving Commitments are established, in each case, determined on the applicable date on which the new or increased Commitments shall become effective (each such date, an “Increase Effective Date”), and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments; provided that # for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to the Ratio-Based Incremental Amount on any Increase Effective Date on which the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, is met shall remain authorized pursuant to this clause if such Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, test is not met as of any subsequent date and # each Increased Revolving Commitment or Incremental Term Loan Commitment under this [Section 2.24] shall be incurred under the Ratio-Based Incremental Amount if and to the extent that the Ratio-Based Incremental Amount is available at the time of such incurrence up to the maximum amount available, any additional amounts incurred at any time that the Ratio-Based Incremental Amount is unavailable shall be incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, and in the event that any amounts incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount subsequently meet the criteria for amounts incurred under the Ratio-Based Incremental Amount, such amounts shall automatically be reclassified as amounts incurred under the Ratio-Based Incremental Amount unless the Borrower, in its sole discretion, elects otherwise, and the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, as applicable, shall be deemed to be restored by the amount so reclassified, and # any simultaneous incurrence under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount shall not be given pro forma effect for purposes of determining the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, with respect to any incurrence under the Ratio-Based Incremental Amount; provided, further, that:

Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.