Notwithstanding [Sections 7.1],7.2, 7.3 and 7.7 of the Loan Agreement, Bank hereby consents to the Reincorporation, provided that, simultaneously with such Reincorporation, New Borrower shall replace Existing Borrower as the sole “Borrower” under the Loan Documents pursuant to the terms of this Amendment. Bank further consents that, on or after the Third Amendment Effective Date, Existing Borrower shall not be a party to the Loan Agreement or any other Loan Document provided that Existing Borrower is dissolved or otherwise has its existence terminated on or about the Third Amendment Effective Date.

Notwithstanding [[Sections 9.1 and 11.4]4]]4] of the Agreement, in the event that Vet USA places a purchase order with LLC with a Lead Time of less than (60) days, Vet USA will make full payment prior to shipment of such Products by wire transfer of immediately available funds issued by a first class, international bank, satisfactory to LLC at the bank set forth in [Section 11.4] of the Agreement.

[Sections 2.1(f)] “Committee” and 2.1(u) “MRCC” are deleted in their entirety and references to the terms “Committee” and “MRCC” shall be replaced with the term “Plan Administrator.”

[[Sections 2.07(d) and (e)])]])] are amended and restated in their entirety to read as follows:

[[Sections 2.09(c) and (d)])]])] of the Credit Agreement are amended and restated in their entirety to read as follows:

[[Sections 2.05(c), 2.16(a)(ii) and 8.02(c)])])]])])] set forth certain additional requirements to deliver or apply Cash Collateral hereunder. For purposes of this [Section 2.03], [Section 2.05(c)], [Section 2.16] and [Section 8.02(c)], “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Company hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at JPMorgan.

[[Sections 2.2(a) and 2.2(d)])]])] of the Business Financing Agreement are hereby amended to read as follows:

Notwithstanding [Section 2.2(a)], with respect to any Year in which a Director is initially elected or appointed to serve on the Board, such Director may elect no later than 30 days after the Director’s commencement of services as a member of the Board to defer all or any portion of any Eligible Compensation granted to such Director following the later of # the date of the Director’s commencement of services as a Director and # the date such Director’s irrevocable Deferral Election is filed with the Company.

Notwithstanding [Section 13.3.1], if the material breach and failure to cure otherwise meeting the termination standard set forth in [Section 13.2.1] is with respect to ​, Regeneron may, at its sole discretion, have the right to: ​.

Notwithstanding [Section 15.6(a)(i)], the administrative remedies available under the Plan with respect to a Disability Benefit Claim will not be deemed exhausted based on de minimis violations that do not cause, and are not likely to cause, prejudice or harm to the Claimant so long as the Plan demonstrates that the violation was for good cause or due to matters beyond the control of the Plan and that violation occurred in the context of an ongoing, good faith exchange of information between the Plan and the Claimant. This exception is not available if the violation is part of a pattern or practice of violations by the Plan. The Claimant may request a written explanation of the violation from the Plan, and the Plan must provide such explanation within 10 days, including a specific description of its bases, if any, for asserting that the violation should not cause the administrative remedies available under the Plan to be deemed exhausted. If a court rejects the Claimant’s request for immediate review under [Section 15.6(a)(i)] on the basis that the Plan met the standards for the exception under this [Section 15.6(a)(ii)], the claim shall be considered as re-filed on appeal upon the Plan’s receipt of the decision of the court. Within a reasonable time after the receipt of the decision, the Plan shall provide the Claimant with notice of resubmission.