Pre-existing In-Scope Agreements. Dealer and Counterparty agree that to the extent there are any outstanding “in-scope QFCs,” as defined in 12 C.F.R. § 252.82(d), that are not excluded under 12 C.F.R. § 252.88, between Dealer and Counterparty that do not otherwise comply with the requirements of 12 C.F.R. § 252.2, 252.81–8 (each such agreement, a “Preexisting In-Scope Agreement”), then each such Preexisting In-Scope Agreement is hereby amended to include the foregoing provisions in this section, with references to “this Confirmation” being understood to be references to the applicable Preexisting In-Scope Agreement.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this [Section 5.16]:

Existing Obligations. Borrowers and Guarantors hereby acknowledge, confirm and agree that # Existing Spartan Borrowers are indebted to Administrative Agent and Lenders for loans and advances to Existing Spartan Borrowers under the Existing Spartan Credit Agreement, as of the close of business on ​, in the aggregate principal amount of ​ and the aggregate amount of ​ in respect of Letter of Credit Obligations (as defined in the Existing Spartan Credit Agreement) and # Existing ​ Borrowers are indebted to Administrative Agent and Lenders for loans and advances to Existing ​ Borrowers under the Existing ​ Credit Agreement, as of the close of business on ​, in the aggregate principal amount of ​ and the aggregate amount of ​ in respect of L/C Obligations (as defined in the Existing ​ Credit Agreement), in each case, together with all interest accrued and accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers and Guarantors to Administrative Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Existing Obligations. The Loan Parties hereby acknowledge, confirm and agree that, as of the date hereof , the Loan Parties are indebted to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders in respect of extensions of credit under the Existing Credit Agreement in the aggregate principal amount of ​, and with respect to the Letters of Credit ​, in each case together with all interest accrued and accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Existing Agreement. Evidence to the satisfaction of the Administrative Agent of the termination of the Existing Agreement and payment of all amounts due under the Existing Agreement which have not heretofore been paid; and

Existing Indebtedness. All existing Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness permitted pursuant to [Section 9.1]) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

Existing Indebtedness. (i) ​ shall have received # evidence satisfactory to ​ that all necessary termination statements, satisfaction documents and any other applicable releases in connection with any existing Indebtedness and all other Liens with respect to Loan Parties that are not Permitted Liens have been filed or arrangements satisfactory to ​ have been made for such filing and # the ​ and the Subsidiaries shall have outstanding no Indebtedness other than # Indebtedness outstanding under this Agreement and # Indebtedness permitted under this Agreement to be outstanding on the Closing Date;

Existing Indebtedness. As of the Effective Date, and excluding this Agreement, ​ has no more than ​ of outstanding indebtedness, obligations and other liabilities, whether absolute, accrued, contingent, fixed or otherwise.

Existing Definitions. The following definitions in [Section 1.01] of the Financing Agreement are hereby amended as follows:

Existing Obligations. The Loan Parties hereby acknowledge, confirm and agree that, as of the date hereof , the Loan Parties are indebted to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders in respect of extensions of credit under the Existing Credit Agreement in the aggregate principal amount of ​, and with respect to the Letters of Credit ​, in each case together with all interest accrued and accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Existing Indebtedness. (i) ​ shall have received # evidence satisfactory to ​ that all necessary termination statements, satisfaction documents and any other applicable releases in connection with any existing Indebtedness and all other Liens with respect to Loan Parties that are not Permitted Liens have been filed or arrangements satisfactory to ​ have been made for such filing and # the ​ and the Subsidiaries shall have outstanding no Indebtedness other than # Indebtedness outstanding under this Agreement and # Indebtedness permitted under this Agreement to be outstanding on the Closing Date;

Existing Indebtedness. All existing Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness permitted pursuant to [Section 9.1]) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

Existing LCs. The Existing LCs will be deemed to be Letters of Credit issued under this Agreement on the Effective Date.

Existing Inventory. Notwithstanding the termination of ​’s licenses and other rights under this Agreement or with respect to a particular Major Market or country(ies) or other jurisdiction(s), as the case may be, but subject to the terms of any Transition Agreement, ​ shall have the right for […​…] after the effective date of such termination with respect to each Major Market or country(ies) or other jurisdiction(s) with respect to which such termination applies to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such Major Market or country(ies) or other jurisdiction(s), as though this Agreement had not terminated with respect to such Major Market or country(ies) or other jurisdiction(s), and such sale or disposition shall not constitute infringement of ​’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For purposes of clarity, ​ shall continue to make payments thereon as provided in [Article 6] (as if this Agreement had not terminated with respect to such Major Market or country or other jurisdiction).

Existing Indebtedness. On the Closing Date, after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries shall have outstanding no Indebtedness other than # the Loans and # Indebtedness permitted under [Section 7.04]. All other Indebtedness and agreements in respect thereof, including, without limitation, the Existing Credit Agreement, shall be terminated and all Liens securing such Indebtedness shall be released or arrangements, to the satisfaction of the Administrative Agent, shall have been made for such release.

Existing Premises. Landlord and Tenant hereby agree that pursuant to the Lease, Landlord currently leases to Tenant and Tenant currently leases from Landlord that certain office space in the Existing Building containing 33,676 rentable square feet located on the first (1st) and second (2nd) floors of the Existing Building as described in [Section 1] of the Second Amendment (the "Existing Premises").

Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Agreements. Except for this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party that involve # obligations (contingent or otherwise) of, or payments to, the Company in excess of ​, # the license of any Intellectual Property to or from the Company other than licenses with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, # the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person, or that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or # indemnification by the Company with respect to infringements of proprietary rights other than standard customer or channel agreements (each, a “Material Agreement”). The Company is not in material breach of any Material Agreement. Each Material Agreement is in full force and effect and is enforceable by the Company in accordance with its respective terms, except as may be limited by # applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally, or # the effect of rules of law governing the availability of equitable remedies.

Existing In-Licenses. (a) Each SGI Existing In-License or Unum Existing In-License (as the case may be) is in full force and effect; # such Party is not, and is not aware that either it or the other party to a SGI Existing In-License or Unum Existing In-License (as the case may be) is, in breach of any provision of such agreement; and # such Party is not aware of any information or circumstance that could give rise to a bona fide allegation that such Party is in breach of a SGI Existing In-License or Unum Existing In-License (as the case may be) or otherwise give the other party to such agreement a right to terminate. Each Party hereby covenants and agrees that during the Term # it will use commercially reasonable efforts to maintain each SGI Existing In-License or Unum Existing In-License (as the case may be) in full force and effect; # not consent to any amendment or modification or termination of a SGI Existing In-License or Unum Existing In-License (as the case may be) that would impose additional monetary obligations on the other Party or materially and adversely affect the rights granted to the other Party hereunder without the prior written permission of the other Party, such permission not to be unreasonably withheld, conditioned or delayed; and # it will promptly advise the other Party of any notice of a breach or intent to terminate any SGI Existing In-License or Unum Existing In-License (as the case may be) that it receives, and to the extent permitted under the SGI Existing In-License or Unum Existing In-License (as the case may be), the other Party will have the right but not the obligation to cure any such breach.