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].

Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof) # the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect, # the outstanding LOC Obligations shall not exceed the LOC Committed Amount, and # the outstanding Swingline Loans shall not exceed the Swingline Committed.

Schedule of Commitments. [Schedule I] to the Credit Agreement is hereby deleted in its entirety and replaced with the new [Schedule I] attached hereto as [Exhibit A].