Covenants of the Adviser. The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, # in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), # in accordance with the Investment Company Act and # during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, # determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; # identify, evaluate and negotiate the structure of the investments made by the Corporation; # close and monitor the Corporation’s investments; # determine the securities and other assets that the Corporation will purchase, retain, or sell; # perform due diligence on prospective portfolio companies; and # provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Compensation of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time.

Covenants. If Parent, any Loan Party or any of their respective Subsidiaries, as applicable:

Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by either Party on or prior to the Closing shall have been performed or complied with in all material respects.

Covenants. So long as principal of and interest on the Term Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied, the Borrower shall comply with all the covenants and agreements applicable to it contained in Articles VI (Affirmative Covenants) and VII (Negative Covenants) of the Incorporated Agreement, including for purposes of this Paragraph 4 each Additional Incorporated Agreement Covenant. The covenants and agreements of the Borrower referred to in the preceding sentence (including all exhibits, schedules and defined terms referred to therein) are hereby (or, in the case of each Additional Incorporated Agreement Covenant, shall, upon its effectiveness, be) incorporated herein by reference as if set forth in full herein with appropriate substitutions, including the following:

Covenants. From the date hereof until the date of the full, final and complete satisfaction of the Loans and all other amounts payable or accrued hereunder (the “Repayment Date”), the Borrower shall:

Covenants. The benefits provided for under this Agreement are subject to the following:

#​ and ​ Restrictions. During the Term, and for a period of twelve (12) months following the last date of the Term hereof (the “Restricted Period”), ​, nor its directors, officers, members, managers, shareholders, parents, subsidiaries and/or affiliated entities shall own, operate and/or enter into a contract manufacturing arrangement with any other third-party for similarly competitive products without the express written consent of ​, which shall not be unreasonably withheld or delayed, nor shall ​, or any of ​’s members/shareholders owning ten percent (10%) or more of ​, own or operate a similarly competitive company to that of ​. Conversely, in the event ​ exercises ​’s rights pursuant to the ​ Option Agreement and the HLTT Option Agreement and pays all amounts due to ​ and HLTT thereunder, the Restricted Period shall no longer be of force or effect for the ​; however, for a period of twelve (12) months following the final payment of the ​ Asset Purchase Price and the HLTT Purchase Price (the “Seller Restricted Period”), ​, HLTT, and WRH, nor its directors, officers, members, managers, shareholders, parents, subsidiaries and/or affiliated entities shall own, operate and/or enter into a contract manufacturing arrangement with any other third-party for similarly competitive products without the express written consent of ​, which shall not be unreasonably conditioned, withheld or delayed, nor shall ​, HLTT, and WRH, or any of ​, HLTT, and WRH’s members/shareholders owning ten percent (10%) or more of ​, HLTT, or WRH, own or operate a similarly competitive company.

9.01Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of SRSG, Merger Sub or BioSculpture (whether or not exercised) to investigate the affairs of SRSG, Merger Sub or BioSculpture or a waiver by SRSG or BioSculpture of any Closing Condition set forth in Article 7 or Article 8, each Party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other Party contained in this Agreement or the Schedules annexed hereto or in any agreement or instrument delivered pursuant to this Agreement. Unless earlier terminated pursuant to Article 10, all of the representations, warranties, covenants and agreements of BioSculpture, SRSG and of Merger Sub contained in this Agreement or in any Schedule, agreement or instrument delivered pursuant to this Agreement shall survive the Closing and Effective Time and continue until the sixth anniversary of the Closing.

Parent covenants and agrees that, until the termination of all of the Commitments and the payment in full of the Obligations, Parent and its Restricted Subsidiaries will maintain a Fixed Charge Coverage Ratio, calculated for each 12 month period ending on the first day of any Covenant Testing Period and the last day of each fiscal month occurring on or before the end of any Covenant Testing Period, in each case of at least 1.00 to 1.00.

Independent Covenants. All covenants contained in ARTICLE VI and ARTICLE VII of this Agreement shall be given independent effect so that if a particular action or condition is not permitted by one covenant, the fact that such action or condition would be permitted by another covenant shall not avoid the occurrence of a Default if such action is taken or condition exists.

Specific Covenants. The Borrower or any other Loan Party fails to perform or observe any term, covenant or agreement contained in any [Sections 6.03(a), 6.05(a)])] (with respect to the Borrower), 6.14, or ARTICLE VII; or

Financial Covenants. Clauses [(b) and (c) of Section 8.12] of the Credit Agreement are hereby deleted in their entirety and the following are inserted in their stead:

In consideration for the grant of the RSUs, continued employment with the Company, and other good and valuable consideration, the Grantee agrees to the following:

Protective Covenants. In consideration of the Option granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

Financial Covenants. Guarantor covenants and agrees that, until the Guaranty Termination Date, Guarantor will, at all times, observe, perform and comply with each of the following covenant(s):

Financial Covenants. ​ covenants and agrees that, until the Agreement Termination Date, ​ will, at all times, observe, perform and comply with each of the following covenant(s):