Subject to [Sections 7.4C and 15.11]1] hereof, the Partnership shall be liable for, and shall reimburse the General Partner on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all sums expended in connection with the Partnership’s business, including, without limitation, # expenses relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership, # compensation of officers and employees, including, without limitation, payments under future compensation plans of the General Partner that may provide for stock units, or other phantom stock, pursuant to which employees of the General Partner will receive payments based upon dividends on or the value of REIT Shares, # director fees and expenses; # all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other distributions to its shareholders and # income taxes or other similar types of costs, including but not limited to franchise taxes or related fees (in lieu of reimbursement, the Partnership may instead (in whole or in part) specially allocate income as necessary to reimburse the General Partner in full); provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted pursuant to Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement of the General Partner as a result of indemnification pursuant to Section 7.7 hereof.

Subject to [Sections 2.14(b) and (c)])], as applicable, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans, SONIA Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement;

Subject to [Sections 2.03(c) and 2.14]4], amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Subject to [Sections 6.4.2, 6.4.3, 6.4.4 and 6.4.5]5]5]5], mutatis mutandis, EISAI shall pay [[EPIZYME:Organization]]:

Subject to [Sections 7.1(a)(1), 7.1(a)(2) and 7.1(a)(3)])])], any Mortgage or other Security Document that secures Junior Lien Obligations may be amended with the approval of the Collateral Trustee acting as directed by an Act of Required Junior Lien Debtholders.

Subject to [Sections 7.2.4 and 16.9]9], Licensee will have the sole right and responsibility (itself or via a CMO), subject to Relay’s back-up rights in accordance with the Supply Agreement, for Manufacturing and supplying Finished Products that Licensee is then-currently Manufacturing for the Development of Licensee Combinations for clinical supply for the Development activities for Relay Pipeline Combinations. If Licensee supplies such Finished Products under this [Section 7.2.3], then Licensee will provide such clinical supply at Licensee’s expense.

Subject to [Sections 10.7(c) and (d)])], in addition to any rights and remedies of the Lenders provided by law, each Lender (other than a Defaulting Lender) shall have the right, at any time and from time to time while an Event of Default shall have occurred and be continuing, without prior notice to the Parent REIT or the Borrower, any such notice being expressly waived by the Parent REIT and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Parent REIT or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, Indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Parent REIT or the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

[Sections 7.5(c) or 7.5(f)(iv)])] shall require unanimous consent of the Holders of the outstanding Series C Units and the outstanding Common Units.

Subject to [Sections 2.03(c) and 2.14]4], amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Subject to [Sections 7.1(a)(1), 7.1(a)(2) and 7.1(a)(3)])])], any Mortgage or other Security Document that secures Priority Lien Obligations may be amended with the approval of the Collateral Trustee acting as directed by an Act of Required Priority Lien Debtholders.