Subject to [Section 2.14], each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency, Term Benchmark Loans or SONIA Loans as the relevant Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars and shall only be made to ​. Each Lender at its option may make any Eurocurrency Revolving Loan denominated in a Foreign Currency by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of [[Sections 2.14, 2.15, 2.16 and 2.17]7]7]7]]7]7]7] shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.

Subject to [Section 2.10], each Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of such Swingline Loan with interest on the earlier of # the Maturity Date and (ii) (x) in the case of any Swingline Loan denominated in Dollars or euroEuro, on the seventh (7th) day after such Swingline Loan is made (or such shorter period with respect to principal or interest as the Swingline Lender and the applicable Borrower shall have agreed), and # in the case of any Swingline Loan denominated in an Agreed Currency other than Dollars or euroEuro on the thirtieth (30th) day after such Swingline Loan is made (or such shorter period with respect to principal or interest as the Swingline Lender and the applicable Borrower shall have agreed); provided, that upon receipt of written notice from the applicable Borrower no fewer than four (4) Business Days prior to such Swingline Loan’s due date, the Swingline Lender may in its sole and absolute discretion agree to continue such Swingline Loan described in [clause (y)] as a Swingline Loan for an additional thirty (30) day period (it being understood and agreed that an Interest Payment Date shall still occur on the then current due date); provided, however, that no Swingline Loan may be outstanding as a Swingline Loan for a period greater than 180 consecutive days.

Subject to [Section 7.3(K)(ii)], following the date upon which # the Company shall have initially achieved Single Investment Grade Status after the Restatement Effective Date and # all Term Loans shall have been repaid in full in immediately available funds and so long as no Default or Unmatured Default has occurred and is continuing at such time # the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to, the Company such documentation as the Company may reasonably request in order to release each Loan Party from the Collateral Documents and # the provisions of the first sentence of [Section 7.2(L)(i)] shall thereafter cease to be in effect. If at any time after such release, the Company achieves Springing Lien Status, the Loan Parties shall promptly comply with [Section 7.2(L)(i)] and the previous sentence shall thereafter cease to be in effect for the remaining term of this Agreement.

Subject to [Section 4.9], Sellers shall, and shall cause their Affiliates to, subject to the receipt of applicable regulatory authorizations set forth on [Section 4.8(a)(i)] of the Sellers Disclosure Letter, # sever and terminate all transactions and Contracts (other than those existing or new Contracts identified on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter) between any of the Acquired Companies, on the one hand, and each Seller and/or any of its Affiliates (other than the Acquired Companies), on the other hand (collectively, the “Intercompany Arrangements”) effective on or prior to the Closing and with no further Liabilities or obligations to the Acquired Companies or any of their Affiliates from and after the Closing, and # provide any consents or other documentation reasonably required from Sellers or any of their Affiliates to effect the severance or termination of such Intercompany Arrangements. To the extent Sellers are unable to obtain any such applicable regulatory authorizations on or prior to the Closing with respect to any such Contract, the Closing shall not be affected, such Contract shall remain in full force and effect and the Parties shall use reasonable best efforts to obtain any applicable regulatory authorizations with respect to such Contract as soon as practicable after the Closing. Sellers actions with respect to Intercompany Arrangements set forth on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter shall be as specified for those Intercompany Arrangements identified therein.

Subject to [Section 4.3], the aggregate number of Shares which may be issued under this Plan shall be equal to 5,200,000 Shares, all of which may be issued in the form of Incentive Stock Options under the Plan. The Shares issued under the Plan may be authorized but unissued, or reacquired Company Common Stock. No provision of this Plan shall be construed to require the Company to maintain the Shares in certificated form. Unless the Administrator shall determine otherwise, # Awards may not consist of fractional shares and shall be rounded up to the nearest whole Share, and # fractional Shares shall not be issued under the Plan (and shall instead also be rounded as aforesaid).

Subject to [Section 2.22] in the case of any reduction or termination of Revolving Commitments, the Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, as determined by the Borrower, in whole or in part and # any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the ​ within such Class, except that, notwithstanding the foregoing, # the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Commitments) and # in connection with the establishment on any date of any Extended Revolving Commitments pursuant to [Section 2.22], the Existing Revolving Commitments of any one or more ​ providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Existing Revolving Commitments so extended on such date (or, if agreed by the Borrower and the ​ providing such Extended Revolving Commitments, by any greater amount so long as # a proportionate reduction of the Existing Revolving Commitments has been offered to each Lender to whom the applicable Revolving Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and # the Borrower prepays the Existing Revolving Loans of such Class owed to such ​ providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the ​ of such Class on a pro rata basis in accordance with their Existing Revolving Commitments of such Class after giving pro forma effect to such reduction) (provided that # after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, # the aggregate amount of the Revolving Exposure of any such Lender does not exceed the Existing Revolving Commitment thereof (such Revolving Exposure and Existing Revolving Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any Revolving Exposure in respect thereof) and # the Aggregate Revolving Exposure denominated in Alternative Currencies does not exceed the Alternative Currency Sublimit and # for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of [Section 2.18(c)] with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to [Section 2.22] of Existing Revolving Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), # each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of ​, and not less than ​ and # the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with [Section 2.11], the Revolving Exposure of any Lender of such Class would exceed its Revolving Commitment of such Class.

Subject to [Section 11.06(b)(viii)] hereof, the failure of any Defaulting ​ to make the Loan to be made by it as part of any Borrowing shall constitute a material breach by such Defaulting ​ of this Agreement and, to the extent such Defaulting ​ fails to cure the default pursuant to [Section 2.15(b)] hereof within five Business Days shall entitle the Borrowers to replace the Defaulting ​ with one or more substitute ​, and the Defaulting ​ shall have no right to refuse to be replaced hereunder. The notice from the Borrowers to the Administrative Agent and such Defaulting ​ being replaced shall specify an effective date for such replacement, which date shall be at least two Business Days, but not later than 15 Business Days, after the date such notice is given. Prior to the effective date of such replacement, the Defaulting ​ shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting ​ being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Defaulting ​ shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Defaulting ​ shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting ​ shall be made in accordance with the terms of [Section 11.15].

Subject to [Section 10.3(d)], the following provisions shall apply to claims of the Claiming Party which are based upon a claim involving a third party (a “Third Party Claim”) (including any form of Proceeding filed or instituted by any Governmental Body, but excluding any Tax claim to the extent governed by [Section 11.3]):

SUBJECT TO SECTION 12.9, BORROWERS AGREE TO INDEMNIFY AND HOLD HARMLESS AGENT AND EACH LENDER FOR THE FULL AMOUNT OF INDEMNIFIED TAXES (INCLUDING ANY INDEMNIFIED TAXES ON AMOUNTS PAYABLE UNDER THIS SECTION) AND ANY INTEREST, PENALTIES OR ADDITIONS TO TAX PAID BY AGENT OR ANY LENDER AND ANY REASONABLE EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH INDEMNIFIED TAXES WERE CORRECTLY OR LEGALLY ASSERTED. PAYMENT UNDER THIS INDEMNIFICATION SHALL BE MADE WITHIN 10 DAYS AFTER THE DATE AGENT OR SUCH LENDER MAKES WRITTEN DEMAND THEREFOR. A certificate as to the amount of such payment or liability delivered to the Borrower agent by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Subject to [[Section 8.3(a)(ii), SGI]I]]I] will be solely responsible for all costs and expenses incurred by or on behalf of SGI in the Commercialization of Products in the Licensed Territory.