Exhibit 10.1


 


Execution Version


 


CREDIT AGREEMENT


 


Dated as of November 18, 2014


 


by and among


 


IGI LABORATORIES, INC., IGEN INC. and
IGI LABS, INC.,


as the Borrowers,






THE OTHER PERSONS PARTY HERETO THAT
ARE


DESIGNATED AS CREDIT PARTIES,






GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent for all Lenders,


 


GE CAPITAL BANK, as a Lender, and


 


THE OTHER FINANCIAL INSTITUTIONS PARTY
HERETO,

as Lenders


 


****************************************


 


GE CAPITAL MARKETS, INC.,


as Sole Lead Arranger and Bookrunner


  




    	 



    	 



    

  


TABLE OF CONTENTS





 


	ARTICLE I. THE CREDITS	1
	 	 	 
	1.1	Amounts and Terms of Commitments	1
	1.2	Evidence of Loans; Notes	6
	1.3	Interest	6
	1.4	Loan Accounts	7
	1.5	Procedure for Revolving Credit Borrowing	8
	1.6	Conversion and Continuation Elections	8
	1.7	Reserved	9
	1.8	Mandatory Prepayments of Loans and Commitment Reductions	9
	1.9	Fees	10
	1.10	Payments by the Borrowers	11
	1.11	Payments by the Lenders to Agent; Settlement	12
	1.12	Borrower Representative	15
	1.13	Eligible Accounts	15
	 	 	 
	ARTICLE II. CONDITIONS PRECEDENT	18
	 	 	 
	2.1	Conditions of Initial Loans	18
	2.2	Conditions to All Borrowings	18
	 	 	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES	19
	 	 	 
	3.1	Corporate Existence and Power	19
	3.2	Corporate Authorization; No Contravention	19
	3.3	Governmental Authorization	20
	3.4	Binding Effect	20
	3.5	Litigation	20
	3.6	No Default	20
	3.7	ERISA Compliance	21
	3.8	Use of Proceeds; Margin Regulations	21
	3.9	Ownership of Property; Liens	21
	3.10	Taxes	21
	3.11	Financial Condition	22
	3.12	Environmental Matters	22
	3.13	Regulated Entities	23
	3.14	Solvency	23
	3.15	Labor Relations	23
	3.16	Intellectual Property	23
	3.17	Brokers’ Fees; Transaction Fees	24
	3.18	Insurance	24
	3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock	24
	3.20	Jurisdiction of Organization; Chief Executive Office	24
	3.21	Locations of Inventory, Equipment and Books and Records	24
	3.22	Deposit Accounts and Other Accounts	25
	3.23	Government Contracts	25
	3.24	Customer and Trade Relations	25
	3.25	Bonding	25
	3.26	Reserved	25


 




    	 



    	 



    

  


	3.27	Status of Inactive Subsidiaries	25
	3.28	Reserved	25
	3.29	Full Disclosure	25
	3.30	Foreign Assets Control Regulations and Anti-Money Laundering	26
	3.31	Patriot Act	26
	3.32	Regulatory Matters	26
	 	 	 
	ARTICLE IV. AFFIRMATIVE COVENANTS	28
	 	 	 
	4.1	Financial Statements	28
	4.2	Certificates; Other Information	29
	4.3	Notices	31
	4.4	Preservation of Corporate Existence, Etc.	32
	4.5	Maintenance of Property	33
	4.6	Insurance	33
	4.7	Payment of Obligations	34
	4.8	Compliance with Laws	34
	4.9	Inspection of Property and Books and Records; Appraisals	35
	4.10	Use of Proceeds	35
	4.11	Cash Management Systems	35
	4.12	Landlord Agreements	35
	4.13	Further Assurances	36
	4.14	Environmental Matters	37
	4.15	Post-Closing Matters	37
	 	 	 
	ARTICLE V. NEGATIVE COVENANTS	38
	 	 	 
	5.1	Limitation on Liens	38
	5.2	Disposition of Assets	39
	5.3	Consolidations and Mergers	40
	5.4	Acquisitions; Loans and Investments	41
	5.5	Limitation on Indebtedness	41
	5.6	Employee Loans and Transactions with Affiliates	42
	5.7	Compensation	43
	5.8	Margin Stock; Use of Proceeds	43
	5.9	Contingent Obligations	43
	5.10	Compliance with ERISA	44
	5.11	Restricted Payments	44
	5.12	Change in Business; Inactive Subsidiaries; Foreign Subsidiaries	45
	5.13	Change in Structure	45
	5.14	Changes in Accounting, Name or Jurisdiction of Organization	45
	5.15	Amendments to Subordinated Indebtedness Documents	45
	5.16	Negative Pledges; Intellectual Property License	45
	5.17	OFAC; Patriot Act	46
	5.18	Sale-Leasebacks	46
	5.19	Hazardous Materials	46
	5.20	Prepayments of Other Indebtedness	46
	 	 	 
	ARTICLE VI. FINANCIAL `COVENANTS	46
	 	 	 
	6.1	Fixed Charge Coverage Ratio	46
	6.2	Minimum Liquidity	47


 




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	ARTICLE VII. EVENTS OF DEFAULT	47
	 	 	 
	7.1	Events of Default	47
	7.2	Remedies	49
	7.3	Rights Not Exclusive	50
	7.4	Cash Collateral for Letters of Credit	50
	 	 	 
	ARTICLE VIII. THE AGENT	50
	 	 	 
	8.1	Appointment and Duties	50
	8.2	Binding Effect	51
	8.3	Use of Discretion	51
	8.4	Delegation of Rights and Duties	52
	8.5	Reliance and Liability	52
	8.6	Agent Individually	54
	8.7	Lender Credit Decision	54
	8.8	Expenses; Indemnities; Withholding	54
	8.9	Resignation of Agent or L/C Issuer	55
	8.10	Release of Collateral or Guarantors	56
	8.11	Additional Secured Parties	56
	 	 	 
	ARTICLE IX. MISCELLANEOUS	57
	 	 	 
	9.1	Amendments and Waivers	57
	9.2	Notices	58
	9.3	Electronic Transmissions	59
	9.4	No Waiver; Cumulative Remedies	60
	9.5	Costs and Expenses	60
	9.6	Indemnity	61
	9.7	Marshaling; Payments Set Aside	62
	9.8	Successors and Assigns	62
	9.9	Assignments and Participations; Binding Effect	62
	9.10	Non-Public Information; Confidentiality	65
	9.11	Set-off; Sharing of Payments	67
	9.12	Counterparts; Facsimile Signature	67
	9.13	Severability	68
	9.14	Captions	68
	9.15	Independence of Provisions	68
	9.16	Interpretation	68
	9.17	No Third Parties Benefited	68
	9.18	Governing Law and Jurisdiction	68
	9.19	Waiver of Jury Trial	69
	9.20	Entire Agreement; Release; Survival	69
	9.21	Patriot Act	70
	9.22	Replacement of Lender	70
	9.23	Joint and Several	70
	9.24	Creditor-Debtor Relationship	70
	9.25	Actions in Concert	71
	 	 	 
	ARTICLE X. TAXES, YIELD PROTECTION AND ILLEGALITY	71
	 	 	 
	10.1	Taxes	71


 




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	10.2	Illegality	73
	10.3	Increased Costs and Reduction of Return	74
	10.4	Funding Losses	75
	10.5	Inability to Determine Rates	75
	10.6	Reserves on LIBOR Rate Loans	76
	10.7	Certificates of Lenders	76
	 	 	 
	ARTICLE XI. DEFINITIONS	76
	 	 	 
	11.1	Defined Terms	76
	11.2	Other Interpretive Provisions	95
	11.3	Accounting Terms and Principles	96
	11.4	Payments	96


 




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SCHEDULES


 


	Schedule 1.1(b)	Revolving Loan Commitments
	Schedule 3.5	Litigation
	Schedule 3.7	ERISA
	Schedule 3.8	Closing Date Sources and Uses; Funds Flow Memorandum
	Schedule 3.9	Ownership of Property; Liens
	Schedule 3.11(a)	Historical Financial Statements
	Schedule 3.11(d)	Projections
	Schedule 3.12	Environmental
	Schedule 3.15	Labor Relations
	Schedule 3.16	Intellectual Property
	Schedule 3.18	Insurance
	Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
	Schedule 3.20	Jurisdiction of Organization; Chief Executive Office
	Schedule 3.21	Locations of Inventory, Equipment and Books and Records
	Schedule 3.22	Deposit Accounts and Other Accounts
	Schedule 3.23	Government Contracts
	Schedule 3.25	Bonding
	Schedule 3.32	Regulatory Matters
	Schedule 3.32(d)	Regulatory Inspections / Governmental Investigations
	Schedule 5.1	Liens
	Schedule 5.4	Investments
	Schedule 5.5	Indebtedness
	Schedule 5.6	Transactions with Affiliates
	Schedule 5.9	Contingent Obligations
	 	 
	EXHIBITS
	 	 
	Exhibit 1.1(c)	Form of L/C Request
	Exhibit 1.6	Form of Notice of Conversion/Continuation
	Exhibit 2.1	Closing Checklist
	Exhibit 4.2(b)	Form of Compliance Certificate
	Exhibit 11.1(a)	Form of Assignment
	Exhibit 11.1(b)	Form of Borrowing Base Certificate
	Exhibit 11.1(c)	Form of Notice of Borrowing 
	Exhibit 11.1(d)	Form of Revolving Note


 




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”)
is entered into as of November 18, 2014, by and among IGI Laboratories, Inc., a Delaware corporation (“IGI”), Igen
Inc., a Delaware corporation (“Igen”), IGI Labs, Inc., a Delaware corporation (“IGI Labs”) (IGI, Igen and
IGI Labs are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”),
IGI Labs, as the Borrower Representative, the other Persons party hereto that are designated as a “Credit Party”, General
Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for GE Capital
Bank and the other several financial institutions from time to time party to this Agreement (collectively, the “Lenders”
and individually each a “Lender”), and such Lenders.


 


WITNESSETH:


 


WHEREAS, the Borrowers
have requested, and the Lenders have agreed to make available to the Borrowers, a revolving credit facility (including a letter
of credit subfacility) upon and subject to the terms and conditions set forth in this Agreement to (a) refinance the Prior Indebtedness,
(b) provide for working capital, capital expenditures and other general corporate purposes of the Borrowers and their Subsidiaries
and (c) fund certain fees and expenses associated with the funding of the Loans;


 


WHEREAS, the Borrowers
desire to secure all of their Obligations under the Loan Documents by granting to Agent, for the benefit of the Secured Parties,
a security interest in and lien upon substantially all of their personal property (other than Intellectual Property); and


 


WHEREAS, subject to
the terms hereof and the other Loan Documents, each Wholly-Owned Domestic Subsidiary of IGI which is not a Borrower or an Inactive
Subsidiary shall guaranty all of the Obligations of the Borrowers and grant to Agent, for the benefit of the Secured Parties, a
security interest in and lien upon substantially all of its personal property (other than Intellectual Property).


 


NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:


 


ARTICLE
I.

THE CREDITS


 


1.1          Amounts
and Terms of Commitments.


 


(a)          Reserved.


 


(b)          The
Revolving Credit. 


 


(i)          Subject
to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained
herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrowers (each such Loan and each Incremental
Revolving Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through
the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s
name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount as the same may be reduced
or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Revolving
Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal
amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions
hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time. The “Maximum Revolving
Loan Balance” from time to time will be the lesser of: 


 




    	 



    	 



    

 


(x)          the
Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, or


 


(y)          the
Aggregate Revolving Loan Commitment then in effect, less those Reserves imposed by Agent in its Permitted Discretion;


 


less, in either
case, the aggregate amount of Letter of Credit Obligations.


 


If at any time the then
outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrowers shall immediately
prepay outstanding Revolving Loans and then cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate
such excess in accordance herewith and in a manner satisfactory to the L/C Issuers.


 


(ii)         Upon
the request of the Borrowers, by written notice to Agent and the Lenders (each, a “Revolving Loan Commitment Increase Request”)
in form and substance reasonably satisfactory to Agent, the Aggregate Revolving Loan Commitment shall be increased by the amount
specified in such Revolving Loan Commitment Request (and the Revolving Loan Commitment of each Lender with a Revolving Loan Commitment
shall be automatically increased on a pro rata basis); provided that no such increase shall become effective unless (A) such increase
shall be in a minimum amount of $2,500,000 and multiples of $500,000 in excess thereof, (B) the aggregate amount of all such increases
shall not exceed $5,000,000 during the term of this Agreement, (C) after giving effect to such increase, the Aggregate Revolving
Loan Commitment shall not exceed $15,000,000, (D) after giving pro forma effect to such increase
and the use of proceeds thereof (and assuming that the entire amount of such increase is funded), (1) no Default or Event of Default
shall exist and (2) the Credit Parties shall be in pro forma compliance with the covenants set forth in Article VI for the
immediately succeeding twelve fiscal month period (assuming for such purpose that the levels and amounts, as applicable, required
as of any date occurring prior to the date any such covenant is first required to be tested under Article VI equal the first
such level or amount, as applicable, required in connection with such first test), (E) Agent shall have received a certificate
of a Responsible Officer of the Borrower Representative certifying as to the foregoing, (F) Agent shall have received an updated
Borrowing Base Certificate certified on behalf of the Borrowers by a Responsible Officer of the Borrower Representative, setting
forth the Borrowing Base as at such date as Agent may reasonably require, and (G) the Borrowers shall have paid (or, simultaneously
with the effectiveness thereof, shall pay) all fees required to be paid under the Fee Letter in connection with such increase.



 


(c)          Letters
of Credit.


 


(i)          Conditions.
On the terms and subject to the conditions contained herein, Borrower Representative may request that one or more L/C Issuers Issue,
in accordance with such L/C Issuers’ usual and customary business practices and for the account of the Borrowers, Letters
of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier
of (x) the Final Availability Date and (y) seven (7) days prior to the date specified in clause (a) of the definition of
Revolving Termination Date; provided, however, that no L/C Issuer shall Issue any Letter of Credit upon the occurrence of any of
the following or, if after giving effect to such Issuance:


 


(A)         (i)
Availability would be less than zero or (ii) the Letter of Credit Obligations for all Letters of Credit would exceed $1,000,000
(the “L/C Sublimit”);


 




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(B)         the
expiration date of such Letter of Credit (i) is not a Business Day, (ii) is more than one year after the date of Issuance thereof
or (iii) is later than seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination
Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional
periods not exceeding one year as long as (x) each Borrower and such L/C Issuer have the option to prevent such renewal before
the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to
extend such expiration date beyond the date set forth in clause (iii) above; or


 


(C)         (i)
any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to
be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and
substance reasonably acceptable to it and duly executed by the Borrowers or the Borrower Representative on their behalf, the documents
that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such
Letter of Credit (collectively, the “L/C Reimbursement Agreement”).


 


Furthermore, GE Capital
as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted
by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For
each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions
precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit;
provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt
by such L/C Issuer of notice from Agent or the Required Lenders that any condition precedent contained in Section 2.2 is
not satisfied and ending on the date all such conditions are satisfied or duly waived.


 


Notwithstanding anything
else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue
any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9
or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized,
(y) the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future
Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or
(z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders
in a manner consistent with Section 1.11(e)(ii).


 


(ii)         Notice
of Issuance. The Borrower Representative shall give the relevant L/C Issuer and Agent a notice of any requested Issuance of
any Letter of Credit, which shall be effective only if received by such L/C Issuer and Agent not later than 2:00 p.m. on the third
Business Day prior to the date of such requested Issuance. Such notice shall be made in a writing or Electronic Transmission substantially
in the form of Exhibit 1.1(c) duly completed or in any other written form acceptable to such L/C Issuer (each, an “L/C
Request”). 


 


(iii)        Reporting
Obligations of L/C Issuers. Each L/C Issuer agrees to provide Agent, in form and substance satisfactory to Agent, each of the
following on the following dates: (A) (i) on or prior to any Issuance of any Letter of Credit by such L/C Issuer, (ii) immediately
after any drawing under any such Letter of Credit or (iii) immediately after any payment (or failure to pay when due) by any Borrower
of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance,
drawing or payment, and Agent shall provide copies of such notices to each Revolving Lender reasonably promptly after receipt thereof;
(B) upon the request of Agent (or any Revolving Lender through Agent), copies of any Letter of Credit Issued by such L/C Issuer
and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by Agent; and
(C) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and
substance reasonably satisfactory to Agent, setting forth the Letter of Credit Obligations for such Letters of Credit outstanding
on the last Business Day of the previous calendar week. 


 




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(iv)        Acquisition
of Participations. Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any
increase in the Letter of Credit Obligations, each Revolving Lender shall be deemed to have acquired, without recourse or warranty,
an undivided interest and participation in such Letter of Credit and the related Letter of Credit Obligations in an amount equal
to its Commitment Percentage of such Letter of Credit Obligations.


 


(v)         Reimbursement
Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit, or to Agent for the benefit
of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business
Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been
made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”)
with interest thereon computed as set forth in clause (A) below. In the event that any L/C Reimbursement Obligation is not
repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for
any reason), such L/C Issuer shall promptly notify Agent of such failure (and, upon receipt of such notice, Agent shall notify
each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on
demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the
L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B)
thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base
Rate Loans.


 


(vi)        Reimbursement
Obligations of the Revolving Credit Lenders. 


 


(1)         Upon
receipt of the notice described in clause (v) above from Agent, each Revolving Lender shall pay to Agent for the account of such
L/C Issuer its Commitment Percentage of such Letter of Credit Obligations (as such amount may be increased pursuant to Section
1.11(e)(ii)).


 


(2)         By
making any payments described in clause (1) above (other than during the continuation of an Event of Default under Section
7.1(f) or 7.1(g)), such Lender shall be deemed to have made a Revolving Loan to the Borrowers, which, upon receipt thereof
by Agent for the benefit of such L/C Issuer, the Borrowers shall be deemed to have used in whole to repay such L/C Reimbursement
Obligation. Any such payment that is not deemed a Revolving Loan shall be deemed a funding by such Lender of its participation
in the applicable Letter of Credit and the Letter of Credit Obligation in respect of the related L/C Reimbursement Obligations.
Such participation shall not otherwise be required to be funded. Following receipt by any L/C Issuer of any payment from any Lender
pursuant to this clause (vi) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly
pay to Agent, for the benefit of such Lender, all amounts received by such L/C Issuer (or to the extent such amounts shall have
been received by Agent for the benefit of such L/C Issuer, Agent shall promptly pay to such Lender all amounts received by Agent
for the benefit of such L/C Issuer) with respect to such portion.


 


(vii)       Obligations
Absolute. The obligations of the Borrowers and the Revolving Lenders pursuant to clauses (iv), (v) and (vi)
above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective
of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting
to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any
provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient
or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including
in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that
any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in
connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding,
abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent
set forth in Section 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive)
or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act
or delay of any kind of Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge
of any obligation of the Borrowers or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the
Borrowers’ right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms
of the applicable L/C Reimbursement Agreement or applicable law. 


 




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(d)          Reserved.



 


(e)          Incremental
Facilities.


 


(i)          Requests.
The Borrowers may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in the Revolving
Loan Commitments (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving
Loans”; Incremental Revolving Loan Commitments are sometimes referred to herein individually as an “Incremental Facility”
and collectively as the “Incremental Facilities”) in Dollars in an aggregate amount not to exceed $10,000,000 for all
such Incremental Facilities; provided that no commitment of any Lender shall be increased without the consent of such Lender. Such
notice shall set forth (A) the amount of the Incremental Revolving Loan Commitment being requested (which shall be in a minimum
amount of $2,500,000 and multiples of $500,000 in excess thereof), and (B) the date (an “Incremental Effective Date”)
on which such Incremental Facility is requested to become effective (which, unless otherwise agreed by Agent, shall not be less
than 10 Business Days nor more than 60 days after the date of such notice).


 


(ii)         Conditions.
No Incremental Facility shall become effective under this Section 1.1(e) unless, after giving effect to such Incremental Facility,
the Loans to be made thereunder (and assuming that the entire amount of such Incremental Revolving Loan Commitment is funded),
and the application of the proceeds therefrom, (A) no Default or Event of Default shall exist, (B) as of the last day of the most
recent month for which financial statements have been delivered pursuant to Section 4.1(c), the Credit Parties are in compliance
on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent fiscal month for which financial
statements have been delivered (assuming for such purpose that the levels and amounts, as applicable, required as of any date occurring
prior to the date any such covenant is first required to be tested under Article VI equal the first such level or amount,
as applicable, required in connection with such first test), (C) proceeds of such Incremental Facility shall be used solely to
finance or refinance the purchase price of a Permitted Acquisition consummated substantially concurrently with the incurrence thereof
or within 30 days prior to the date of incurrence, (D) Agent shall have received a certificate of a Responsible Officer of the
Borrower Representative certifying as to the foregoing, and (E) Agent shall have consented to the incurrence of such Incremental
Facility, such consent not to be unreasonably withheld.


 


(iii)        Terms.
The all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on
the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement,
structuring and underwriting fees paid or payable to GE Capital or any of its Affiliates with respect to such Incremental Facility)
applicable to any Incremental Facility shall not be more than 0.50% per annum higher than the corresponding all-in yield (determined
on the same basis) applicable to the initial Revolving Loans (each, an “Existing Facility”) unless the interest rate
margin (and the interest rate floor, if applicable) with respect to each Existing Facility, as the case may be, is increased by
an amount equal to the difference between the all-in yield with respect to the Incremental Facility and the all-in yield on such
Existing Facility, as the case may be, minus, 0.50% per annum (it being agreed that to the extent the all-in-yield with respect
to such Incremental Facility is greater than the all-in-yield of an Existing Facility solely as a result of a higher LIBOR floor,
then the increased interest rate applicable to an Existing Facility shall be effected solely by increasing the LIBOR floor applicable
thereto). Any Incremental Revolving Loans shall be on the same terms (as amended from time to time) (including maturity date and,
subject to the foregoing, all-in pricing) as, and pursuant to documentation applicable to, the initial Revolving Loans.


 




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(iv)        Required
Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement
shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the
Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments
to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agents and Borrowers,
to effectuate the provisions of this Section 1.1(e), and, for the avoidance of doubt, the foregoing shall supersede any provisions
in Section 9.1 to the contrary. From and after each Incremental Effective Date, the Loans and Commitments established pursuant
to this Section 1.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this
Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees
and security interests created by the applicable Collateral Documents. The Credit Parties shall take any actions reasonably required
by Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue
to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments. 


 


1.2          Evidence
of Loans; Notes.


 


The Revolving Loans made by each Revolving Lender are evidenced by this Agreement and, if requested
by such Lender, a Revolving Note payable to such Lender in an amount equal to such Lender’s Revolving Loan Commitment.


 


1.3          Interest.


 


(a)          Subject
to Sections 1.3(c) and 1.3(d), each Loan shall bear interest on the outstanding principal amount thereof from the
date when made at a rate per annum equal to LIBOR or the Base Rate, as the case may be, plus the Applicable Margin. Each
determination of an interest rate by Agent shall be conclusive and binding on each Borrower and the Lenders in the absence of manifest
error. All computations of fees and interest (other than interest accruing on Base Rate Loans) payable under this Agreement shall
be made on the basis of a 360-day year and actual days elapsed. All computations of interest accruing on Base Rate Loans payable
under this Agreement shall be made on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed.
Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to
the last day thereof.


 


(b)          Interest
on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any payment or
prepayment of Revolving Loans on the Revolving Termination Date.


 


(c)          At
the written notice of Agent, acting on behalf of the Required Lenders, or the Required Lenders while any Event of Default exists
(or automatically while any Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) exists), the Borrowers
shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Loans under the Loan
Documents from and after the date of occurrence of such Event of Default, at a rate per annum which is determined by adding two
percent (2.0%) per annum to the Applicable Margin then in effect for such Loans (plus LIBOR or the Base Rate, as the case may be).
All such interest shall be payable on demand of Agent or the Required Lenders and shall continue until the date such Event of Default
is waived in accordance herewith.


 




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(d)          Anything
herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments
of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable
to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender,
and in such event the Borrowers shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum
Lawful Rate”). 


 


1.4          Loan
Accounts.


 


(a)          Agent,
on behalf of the Lenders, shall record on its books and records the amount of each Loan made, the interest rate applicable, all
payments of principal and interest thereon and the principal balance thereof from time to time outstanding. Agent shall deliver
to the Borrower Representative on a monthly basis a loan statement setting forth such record for the immediately preceding calendar
month. Such record shall, absent manifest error, be conclusive evidence of the amount of the Loans made by the Lenders to the Borrowers
and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such loan statement
shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder (and under any Note) to pay any amount
owing with respect to the Loans or provide the basis for any claim against Agent. 


 


(b)          Agent,
acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this
Section 1.4(b), shall establish and maintain at its address referred to in Section 9.2 (or at such other address
as Agent may notify the Borrower Representative) (A) a record of ownership (the “Register”) in which Agent agrees to
register by book entry the interests (including any rights to receive payment hereunder) of Agent, each Lender and each L/C Issuer
in the Revolving Loans, L/C Reimbursement Obligations, and Letter of Credit Obligations, each of their obligations under this Agreement
to participate in each Loan, Letter of Credit, Letter of Credit Obligations, and L/C Reimbursement Obligations, and any assignment
of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall
record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Sections 9.9
and 9.22), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described
in clause (A) above, and for LIBOR Rate Loans, the Interest Period applicable thereto, (4) the amount of any principal or
interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due and payable or paid in respect of Letters
of Credit and (6) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations.



 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and the corresponding
obligations to participate in Letter of Credit Obligations) and the L/C Reimbursement Obligations are registered obligations, the
right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations,
as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be
effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans and L/C Reimbursement
Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2)
of the Code.


 




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(d)          The
Credit Parties, Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender
or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender
or any L/C Issuer shall be available for access by the Borrowers, the Borrower Representative, Agent, such Lender or such L/C Issuer
during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender or L/C Issuer
shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information
with respect to such Lender or L/C Issuer unless otherwise agreed by Agent.


 


1.5          Procedure
for Revolving Credit Borrowing.


 


(a)          Each
Borrowing of a Revolving Loan shall be made upon the Borrower Representative’s irrevocable (subject to Section 10.5)
written notice delivered to Agent substantially in the form of a Notice of Borrowing or in a writing in any other form acceptable
to Agent, which notice must be received by Agent prior to 2:00 p.m. (x) on the date which is three (3) Business Days prior to the
requested Borrowing date in the case of each LIBOR Rate Loan and (y) on the date which is one (1) Business Days prior to the requested
Borrowing date in the case of each Base Rate Loan. Such Notice of Borrowing shall specify: 


 


(i)          the
amount of the Borrowing (which shall be in an aggregate minimum principal amount of $100,000);


 


(ii)         the
requested Borrowing date, which shall be a Business Day;


 


(iii)        whether
the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and 


 


(iv)        if
the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans.


 


(b)          Upon
receipt of a Notice of Borrowing, Agent will promptly notify each Revolving Lender of such Notice of Borrowing and of the amount
of such Lender’s Commitment Percentage of the Borrowing.


 


(c)          Unless
Agent is otherwise directed in writing by the Borrower Representative, the proceeds of each requested Borrowing after the Closing
Date will be made available to the Borrowers by Agent by wire transfer of such amount to the Borrowers pursuant to the wire transfer
instructions specified on the signature page hereto.


 


1.6          Conversion
and Continuation Elections.


 


(a)          The
Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all
or any part of outstanding Loans from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan,
subject to Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or
(iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan
or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must
be in a minimum amount of $500,000. Any such election must be made by Borrower Representative by 2:00 p.m. on the third Business
Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period
with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate
Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is
received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with
respect thereto, that LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower Representative
must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation,
such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the
form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Agent. No Loan shall be made, converted into
or continued as a LIBOR Rate Loan, if the conditions to Loans and Letters of Credit in Section 2.2 are not met at the
time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan
as a LIBOR Rate Loan as a result thereof.


 




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(b)          Upon
receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable
promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do
so shall not relieve any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions
and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender
with respect to which the notice was given.


 


(c)          Notwithstanding
any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of
any Loans, there shall not be more than four (4) different Interest Periods in effect.


 


1.7          Reserved.


 


1.8          Mandatory
Prepayments of Loans and Commitment Reductions.


 


(a)          Reserved.



 


(b)          Revolving
Loan. The Borrowers shall repay to the Lenders in full on the date specified in clause (a) of the definition of “Revolving
Termination Date” the aggregate principal amount of the Revolving Loans outstanding on the Revolving Termination Date. 


 


(c)          Asset
Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time:


 


(i)          make
a Disposition; or


 


(ii)         suffer
an Event of Loss;


 


and the aggregate amount
of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss
and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $500,000 in the aggregate, then (A) the
Borrower Representative shall promptly notify Agent of such Disposition or Event of Loss (including the amount of the estimated
Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit
Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrowers shall deliver, or cause to
be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment
shall be applied in accordance with Section 1.8(g). Notwithstanding the foregoing and provided no Default or Event of Default
has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests
the Net Proceeds of such Disposition or Event of Loss in assets of a kind then used or usable in the business of a Borrower or
such Subsidiary, within three hundred sixty five (365) days after the date of such Disposition or Event of Loss; provided that
the Borrower Representative notifies Agent of such Credit Party’s or such Subsidiary’s intent to reinvest and of the
completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending
such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution to the Revolving Lenders, as a prepayment of
the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Aggregate Revolving
Loan Commitment.


 




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(d)          Issuance
of Securities.


 


(i)          Immediately
upon the receipt by any Credit Party or any Subsidiary of any Credit Party of the Net Issuance Proceeds of the issuance of Stock
or Stock Equivalents (including capital contributions, but excluding Excluded Equity Issuances) after the commencement of a Dominion
Period, the Borrowers shall deliver, or cause to be delivered, to Agent an amount equal to 100% of such Net Issuance Proceeds,
for application to the Loans in accordance with Section 1.8(g).


 


(ii)         Immediately
upon receipt by any Credit Party or any Subsidiary of any Credit Party of the Net Issuance Proceeds of the incurrence of Indebtedness
(other than Net Issuance Proceeds from the incurrence of Indebtedness permitted hereunder), the Borrowers shall deliver, or cause
to be delivered, to Agent an amount equal to such Net Issuance Proceeds, for application to the Loans in accordance with Section
1.8(g).


 


(e)          Reserved.



 


(f)          Reserved.



 


(g)          Application
of Prepayments. Subject to Section 1.10(c), any prepayments pursuant to Section 1.8(c) (other than prepayments of Revolving
Loans as set forth therein) or 1.8(d) shall be applied first to prepay outstanding Revolving Loans without permanent reduction
of the Aggregate Revolving Loan Commitment and second to cash collateralize Letters of Credit in an amount determined in
accordance with Section 7.4, if applicable. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied
first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining.
Together with each prepayment under this Section 1.8, the Borrowers shall pay any amounts required pursuant to Section 10.4 hereof.


 


(h)          No
Implied Consent. Provisions contained in this Section 1.8 for the application of proceeds of certain transactions shall
not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the
other Loan Documents.


 


1.9          Fees.


 


(a)          Fees.
The Borrowers shall pay to Agent, for Agent’s own account, fees in the amounts and at the times set forth in a letter agreement
among the Borrowers, GE Capital Markets, Inc. and Agent dated of even date herewith (as amended from time to time, the “Fee
Letter”). 


 


(b)          Unused
Commitment Fee. The Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of
each Revolving Lender (other than a Revolving Lender that is a Non-Funding Lender) in an amount equal to:


 


(i)          the
daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, less


 




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(ii)         the
sum of (x) the daily balance of all Revolving Loans held by such Revolving Lender plus (y) the daily amount of Letter of Credit
Obligations held by such Revolving Lender, in each case, during the preceding calendar month; provided, in no event shall the amount
computed pursuant to clauses (i) and (ii) be less than zero,


 


(iii)        multiplied
by the Applicable Unused Line Fee per annum.


 


The total fee paid by
the Borrowers will be equal to the sum of all of the fees due to the Lenders, subject to Section 1.11(e)(vi). Such fee shall
be payable monthly in arrears on the first day of each calendar month following the date hereof. The Unused Commitment Fee provided
in this Section 1.9(b) shall accrue at all times from and after the execution and delivery of this Agreement. For purposes
of this Section 1.9(b), the Revolving Loan Commitment of any Non-Funding Lender shall be deemed to be zero.


 


(c)          Letter
of Credit Fee. The Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such
Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to
Agent or Lenders hereunder or fees otherwise paid by the Borrowers, all reasonable costs and expenses incurred by Agent or any
Lender on account of such Letter of Credit Obligations, and (ii) for each calendar month during which any Letter of Credit Obligation
shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily
undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per
annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s
or Required Lenders’ written notice, while an Event of Default exists (or automatically while an Event of Default under Section
7.1(a), 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall
be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar month and on the date on
which all L/C Reimbursement Obligations have been discharged. In addition, the Borrowers shall pay to Agent, any L/C Issuer or
any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees
at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses
of such L/C Issuer or prospective L/C Issuer in respect of the application for, and the Issuance, negotiation, acceptance, amendment,
transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under
which such Letter of Credit is Issued. 


 


1.10        Payments
by the Borrowers.


 


(a)          All
payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required
hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly
provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified
in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with
Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer
in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 2:00 p.m. on the date due.
Any payment which is received by Agent later than 2:00 p.m. may in Agent’s discretion be deemed to have been received on
the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other
Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any
and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and each Lender
to make a Revolving Loan (which shall be a Base Rate Loan) to pay interest, principal, L/C Reimbursement Obligations, agent fees,
Unused Commitment Fees, Letter of Credit Fees and all other fees, costs and expenses payable by a Borrower or any of its Subsidiaries
hereunder or under the other Loan Documents, in each instance, on the date due.


 




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(b)          Subject
to the provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated
to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension
of time shall in such case be included in the computation of interest or fees, as the case may be. 


 


(c)          During
the continuance of an Event of Default, Agent may, on behalf of Required Lenders, and shall upon the direction of Required Lenders,
apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below.
Notwithstanding any provision herein to the contrary, all payments made by Credit Parties to Agent after any or all of the Obligations
have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied
as follows: 


 


first,
to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan
Documents;


 


second,
to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement;


 


third,
to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers;


 


fourth,
to payment of principal of the Obligations (including, without limitation, L/C Reimbursement Obligations then due and payable,
and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable); 


 


fifth,
to payment of any other amounts owing constituting Obligations; and


 


sixth,
any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.


 


In carrying out the
foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the
next succeeding category, and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its
pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.


 


1.11         Payments
by the Lenders to Agent; Settlement.


 


(a)          Agent
may, on behalf of Lenders, disburse funds to the Borrowers for Loans requested. Each Lender shall reimburse Agent on demand for
all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Commitment Percentage
of any Loan before Agent disburses same to the Borrowers. If Agent elects to require that each Lender make funds available to Agent
prior to disbursement by Agent to the Borrowers, Agent shall advise each Lender by telephone or fax of the amount of such Lender’s
Commitment Percentage of the Loan requested by the Borrower Representative no later than the Business Day prior to (or, in the
case of same day Borrowings, on) the scheduled Borrowing date applicable thereto, and each such Lender shall pay Agent such Lender’s
Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Agent’s account, as set forth on Agent’s
signature page hereto, no later than 1:00 p.m. on such scheduled Borrowing date. Nothing in this Section 1.11(a) or elsewhere
in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require
Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder
or to prejudice any rights that Agent, any Lender or the Borrowers may have against any Lender as a result of any default by such
Lender hereunder. 


 




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(b)          At
least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall
advise each Lender by telephone or fax of the amount of such Lender’s Commitment Percentage of principal, interest and Fees
paid for the benefit of Lenders with respect to each applicable Loan. Agent shall pay to each Lender such Lender’s Commitment
Percentage (except as otherwise provided in Section 1.1(c)(vi), Section 1.11(e) and Section 9.9(g)) of principal,
interest and fees paid by the Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by
it. Such payments shall be made by wire transfer to such Lender not later than 2:00 p.m. on the next Business Day following each
Settlement Date. 


 


(c)          Availability
of Lender’s Commitment Percentage. Agent may assume that each Revolving Lender will make its Commitment Percentage of
each Revolving Loan available to Agent on each Borrowing date. If such Commitment Percentage is not, in fact, paid to Agent by
such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff,
counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Commitment Percentage forthwith upon
Agent’s demand, Agent shall promptly notify the Borrower Representative and the Borrowers shall immediately repay such amount
to Agent. Nothing in this Section 1.11(c) shall be deemed to require Agent to advance funds on behalf of any Revolving Lender
or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the
Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Without limiting
the provisions of Section 1.11(b), to the extent that Agent advances funds to the Borrowers on behalf of any Revolving Lender
and is not reimbursed therefor on the same Business Day as such advance is made, Agent shall be entitled to retain for its account
all interest accrued on such advance from the date such advance was made until reimbursed by the applicable Revolving Lender.


 


(d)          Return
of Payments.


 


(i)          If
Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received
by Agent from the Borrowers and such related payment is not received by Agent, then Agent will be entitled to recover such amount
from such Lender on demand without setoff, counterclaim or deduction of any kind.


 


(ii)         If
Agent determines at any time that any amount received by Agent under this Agreement or any other Loan Document must be returned
to any Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term
or condition of this Agreement or any other Loan Document, Agent will not be required to distribute any portion thereof to any
Lender. In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender,
together with interest at such rate, if any, as Agent is required to pay to any Borrower or such other Person, without setoff,
counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such
amounts (with interest) that are not repaid on demand.


 


(e)          Non-Funding
Lenders; Procedures.


 


(i)          Responsibility.
The failure of any Non-Funding Lender to make any Revolving Loan, Letter of Credit Obligation or any payment required by it, or
to make any payment required by it under any Loan Document, or to fund any purchase of any participation to be made or funded by
it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”)
of its obligations to make such loan, fund the purchase of any such participation, or make any other such required payment on such
date, and neither Agent nor, other than as expressly set forth herein, any Other Lender shall be responsible for the failure of
any Non-Funding Lender to make a loan, fund the purchase of a participation or make any other required payment under any Loan Document.



 




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(ii)         Reallocation.
If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations
(unless such Lender is the L/C Issuer that Issued such Letter of Credit) shall, at Agent’s election at any time or upon any
L/C Issuer’s written request delivered to Agent (whether before or after the occurrence of any Default or Event of Default),
be reallocated to and assumed by the Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance
with their Commitment Percentages of the Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment
Percentage was reduced to zero and each other Revolving Lender’s (other than any other Non-Funding Lender’s or Impacted
Lender’s) Commitment Percentage had been increased proportionately), provided that no Revolving Lender shall be reallocated
any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans and outstanding
Letter of Credit Obligations to exceed its Revolving Loan Commitment. 


 


(iii)        Voting
Rights. Notwithstanding anything set forth herein to the contrary, including Section 9.1, a Non-Funding Lender shall
not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving
Lender” (or be, or have its Loans and Commitments, included in the determination of “Required Lenders” or “Lenders
directly affected” pursuant to Section 9.1) for any voting or consent rights under or with respect to any Loan Document,
provided that (A) the Commitment of a Non-Funding Lender may not be increased, extended or reinstated, (B) the principal of a Non-Funding
Lender’s Loans may not be reduced or forgiven, and (C) the interest rate applicable to Obligations owing to a Non-Funding
Lender may not be reduced in such a manner that by its terms affects such Non-Funding Lender more adversely than other Lenders,
in each case without the consent of such Non-Funding Lender. Moreover, for the purposes of determining Required Lenders, the Loans,
Letter of Credit Obligations, and Commitments held by Non-Funding Lenders shall be excluded from the total Loans and Commitments
outstanding.


 


(iv)        Borrower
Payments to a Non-Funding Lender. Agent shall be authorized to use all payments received by Agent for the benefit of any Non-Funding
Lender pursuant to this Agreement to pay in full the Aggregate Excess Funding Amount to the appropriate Secured Parties. Following
such payment in full of the Aggregate Excess Funding Amount, Agent shall be entitled to hold such funds as cash collateral in a
non-interest bearing account up to an amount equal to such Non-Funding Lender’s unfunded Revolving Loan Commitment and to
use such amount to pay such Non-Funding Lender’s funding obligations hereunder until the Obligations are paid in full in
cash, all Letter of Credit Obligations have been discharged or cash collateralized and all Commitments have been terminated. Upon
any such unfunded obligations owing by a Non-Funding Lender becoming due and payable, Agent shall be authorized to use such cash
collateral to make such payment on behalf of such Non-Funding Lender. With respect to such Non-Funding Lender’s failure to
fund Revolving Loans or purchase participations in Letters of Credit or Letter of Credit Obligations, any amounts applied by Agent
to satisfy such funding shortfalls shall be deemed to constitute a Revolving Loan or amount of the participation required to be
funded and, if necessary to effectuate the foregoing, the other Revolving Lenders shall be deemed to have sold, and such Non-Funding
Lender shall be deemed to have purchased, Revolving Loans or Letter of Credit participation interests from the other Revolving
Lenders until such time as the aggregate amount of the Revolving Loans and participations in Letters of Credit and Letter of Credit
Obligations are held by the Revolving Lenders in accordance with their Commitment Percentages of the Aggregate Revolving Loan Commitment.
Any amounts owing by a Non-Funding Lender to Agent which are not paid when due shall accrue interest at the interest rate applicable
during such period to Revolving Loans that are Base Rate Loans. In the event that Agent is holding cash collateral of a Non-Funding
Lender that cures pursuant to clause (v) below or ceases to be a Non-Funding Lender pursuant to the definition of Non-Funding
Lender, Agent shall return the unused portion of such cash collateral to such Lender. The “Aggregate Excess Funding Amount”
of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender to Agent, L/C Issuers,
and other Lenders under the Loan Documents, including such Lender’s pro rata share of all Revolving Loans and Letter of Credit
Obligations, plus, without duplication, and (B) all amounts of such Non-Funding Lender’s Letter of Credit Obligations reallocated
to other Lenders pursuant to Section 1.11(e)(ii).


 




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(v)         Cure.
A Lender may cure its status as a Non-Funding Lender under clause (a) of the definition of Non-Funding Lender if such Lender (A)
fully pays to Agent, on behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all interest due thereon
and (B) timely funds the next Revolving Loan required to be funded by such Lender or makes the next reimbursement required to be
made by such Lender. Any such cure shall not relieve any Lender from liability for breaching its contractual obligations hereunder.


 


(vi)        Fees.
A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not
be entitled to receive, and the Borrowers shall not be required to pay, such Lender’s portion of the Unused Commitment Fee
during the time such Lender is a Non-Funding Lender pursuant to clause (a) thereof. In the event that any reallocation of Letter
of Credit Obligations occurs pursuant to Section 1.11(e)(ii), during the period of time that such reallocation remains in
effect, the Letter of Credit Fee payable with respect to such reallocated portion shall be payable to (A) all Revolving Lenders
based on their pro rata share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to any other
Revolving Lenders.


 


(f)          Procedures.
Agent is hereby authorized by each Credit Party and each other Secured Party to establish procedures (and to amend such procedures
from time to time) to facilitate administration and servicing of the Loans and other matters incidental thereto. Without limiting
the generality of the foregoing, Agent is hereby authorized to establish procedures to make available or deliver, or to accept,
notices, documents and similar items on, by posting to or submitting and/or completion on, E-Systems.


 


1.12         Borrower
Representative.


 


IGI Labs hereby (i) is designated and appointed by each Borrower as its representative and agent on
its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each
case, for the purposes of issuing Notices of Borrowings, Notices of Conversion/Continuation and L/C Requests, delivering certificates
including Compliance Certificates and Borrowing Base Certificates, giving instructions with respect to the disbursement of the
proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under
any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of
any Borrower, the Borrowers, any Credit Party or the Credit Parties under the Loan Documents. Agent and each Lender may regard
any notice or other communication pursuant to any Loan Document from the Borrower Representative as a notice or communication
from all Credit Parties. Each warranty, covenant, agreement and undertaking made on behalf of a Credit Party by the Borrower Representative
shall be deemed for all purposes to have been made by such Credit Party and shall be binding upon and enforceable against such
Credit Party to the same extent as if the same had been made directly by such Credit Party.


 


1.13         Eligible
Accounts.


 


All of the Accounts owned by IGI Labs and properly reflected as “Eligible Accounts” in the most
recent Borrowing Base Certificate delivered by Borrower Representative to Agent shall be “Eligible Accounts” for purposes
of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the
right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its Permitted Discretion. In addition,
Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria,
to establish new criteria and to adjust advance rates and the Liquidity Factor with respect to Eligible Accounts, in its Permitted
Discretion, subject to the approval of Required Lenders in the case of adjustments, new criteria or changes in advance rates or
the Liquidity Factor which have the effect of making more credit available. Eligible Accounts shall not include the following
Accounts:


 


(a)          Accounts
– Past Due/Extended Terms. Accounts that are not paid within the earlier of ninety (90) days following its due date or
one hundred twenty (120) days following its original invoice date;


 




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(b)          Cross
Aged Accounts. Accounts that are the obligations of an Account Debtor if fifty percent (50%) or more of the Dollar amount of
all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in this Section 1.13;


 


(c)          Foreign
Accounts. Accounts that are the obligations of an Account Debtor located in a foreign country other than Canada;


 


(d)          Government
Accounts. Accounts that are the obligation of an Account Debtor that is the United States government or a political subdivision
thereof, or any state, county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion,
has agreed to the contrary in writing, or the applicable Credit Party has complied with respect to such obligation with
the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof
with respect to such obligation;


 


(e)          Contra
Accounts. Accounts to the extent a Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the
applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; 


 


(f)          Chargebacks/Partial
Payments/Disputed. Any Account if any defense, counterclaim, setoff or dispute is reasonably asserted as to such Account,
but only to the extent of such defense, counterclaim, setoff or dispute; 


 


(g)          Inter-Company/Affiliate
Accounts. Accounts that arise from a sale to any employee or Affiliate of any Credit Party;


 


(h)          Concentration
Risk. (i) Accounts for which any of AmerisourceBergen, Cardinal, CVS Health, McKesson, Rite-Aid, Walgreens or any of their
respective Affiliates is the Account Debtor (and, in each case, solely to the extent that the long-term credit rating of such Account
Debtor is at least “A-” from S&P and at least “A3” from Moody’s) to the extent that such Accounts,
together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination, exceed fifty
five percent (55%) of all Eligible Accounts (provided, however, that, prior to January 1, 2016, there shall be no such limitation
for AmerisourceBergen so long as its long-term credit rating is at least “A-” from S&P and at least “A3”
from Moody’s); provided that if the long-term credit rating of such Account Debtor is less than “A-” from S&P
or “A3” from Moody’s, but higher than “BBB-” from S&P and “Baa3” from Moody’s,
as applicable, such percentage shall be reduced to forty five percent (45%) for such Account Debtor; provided, further, that if
the long-term credit rating of such Account Debtor is less than “BBB-” from S&P or “Baa3” from Moody’s,
then the limitation set forth in clause (ii) below shall be applicable to such Account Debtor, and (ii) other Accounts to the extent
that such Accounts, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination,
exceed twenty percent (20%) of all Eligible Accounts;


 


(i)          Unbilled.
Accounts with respect to which an invoice, reasonably acceptable to Agent in form and substance, has not been sent to the applicable
Account Debtor;


 


(j)          Defaulted
Accounts; Bankruptcy. Accounts where:


 


(i)          the
Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails
to pay its debts generally as they come due; or


 


(ii)         a
petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state
or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;


 




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(k)          Progress
Billing. Accounts (i) as to which a Credit Party is not able to bring suit or otherwise enforce its remedies
against the Account Debtor through judicial process, or (ii) if the Account represents a progress billing consisting of an invoice
for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that
invoice is subject to a Credit Party’s completion of further performance under such contract or is subject to the
equitable lien of a surety bond issuer;


 


(l)          Bill
and Hold. Accounts that arise with respect to goods that are sold on a bill-and-hold basis;


 


(m)          C.O.D.
Accounts that arise with respect to goods that are sold on a cash-on-delivery basis;


 


(n)          Non-Acceptable
Alternative Currency. Accounts that are payable in any currency other than United States Dollars;


 


(o)          Other
Liens Against Receivables. Accounts that (i) are not owned by a Credit Party or (ii) are subject to any right,
claim, Lien or other interest of any other Person, other than Liens in favor of Agent, securing the Obligations; 


 


(p)          Conditional
Sale. Accounts that arise with respect to goods that are placed on consignment, guarantied sale or other terms by reason
of which the payment by the Account Debtor is conditional;


 


(q)          Judgments,
Notes or Chattel Paper. Accounts that are evidenced by a judgment, Instrument or Chattel Paper;


 


(r)          Not
Bona Fide. Accounts that are not true and correct statements of bona fide indebtedness incurred in the amount of such Account
for merchandise sold to or services rendered and accepted by the applicable Account Debtor;


 


(s)          Ordinary
Course; Sales of Equipment or Bulk Sales. Accounts that do not arise from the sale of goods or the performance of services
by a Credit Party in the Ordinary Course of Business, including, without limitation, sales of Equipment and bulk sales;



 


(t)          Not
Perfected. Accounts as to which Agent’s Lien thereon, on behalf of itself and the other Secured Parties, is not a first
priority perfected Lien; 


 


(u)          Consumer
Sales. Accounts that arise with respect to goods that are sold by any party directly to individual consumers; or


 


(v)         Reserves;
Rebates; Etc. Accounts to the extent of reserves for credits to be applied against the balance of such Accounts, but only to
the extent of such potential credits, including without limitation any rebates, billbacks, chargebacks, redistribution fees, service
level fees, miscellaneous fees and administrative fees.


 


 




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ARTICLE
II.

CONDITIONS PRECEDENT


 


2.1           Conditions
of Initial Loans. The obligation of each Lender to make its initial Loans and of each L/C Issuer to Issue, or cause
to be Issued, the initial Letters of Credit hereunder is subject to satisfaction of the following conditions in a manner reasonably
satisfactory to Agent:


 


(a)          Loan
Documents. Agent shall have received on or before the Closing Date all of the agreements, documents, instruments and other
items set forth on the closing checklist attached hereto as Exhibit 2.1, each in form and substance reasonably satisfactory
to Agent;


 


(b)          Liquidity.
After giving effect to the payment of all costs and expenses in connection herewith, funding of the initial Loans and Issuance
of the initial Letters of Credit and with all accounts payable being paid currently, Liquidity shall be not less than $10,000,000;



 


(c)          Diligence.
Satisfactory completion by Agent of all business, environmental, tax, regulatory, corporate, insurance, financial and legal due
diligence (including asset appraisals, environmental audits and collateral audits);


 


(d)          Repayment
of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received a fully executed pay-off letter
reasonably satisfactory to Agent confirming that all obligations owing by any Credit Party to Prior Lender will be repaid in full
from the proceeds of the initial Loans and all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries
in favor of Prior Lender shall be terminated by Prior Lender (or by an authorized agent of Prior Lender) immediately upon such
payment; and (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized or supported by
a Letter of Credit Issued pursuant hereto, as mutually agreed upon by Agent, the Borrowers and Prior Lender;


 


(e)          Approvals.
Agent shall have received (i) satisfactory evidence that the Credit Parties have obtained all required consents and approvals of
all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and
the other Loan Documents or (ii) an officer’s certificate in form and substance reasonably satisfactory to Agent affirming
that no such consents or approvals are required;


 


(f)          Payment
of Fees. The Borrowers shall have paid the fees required to be paid on the Closing Date in the respective amounts specified
in Section 1.9 (including the fees specified in the Fee Letter), and shall have reimbursed Agent for all fees, costs and
expenses of closing presented as of the Closing Date; and


 


(g)          Proceedings.
There shall not exist (i) any action, suit, investigation, litigation or proceeding pending or threatened in or before any Governmental
Authority that challenges the credit facilities hereunder or (ii) any order, injunction or decree of any Governmental Authority
restraining or prohibiting the funding of the Loans hereunder. 


 


2.2           Conditions
to All Borrowings.


 


Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund
any Loan or incur any Letter of Credit Obligation, if, as of the date thereof:


 


(a)          any
representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material
respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation
or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in
any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or
Required Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such
warranty or representation is untrue or incorrect; 


 




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(b)          any
Default or Event of Default has occurred and is continuing or would result after giving effect to any Loan (or the incurrence of
any Letter of Credit Obligation), and Agent or Required Lenders shall have determined not to make any Loan or incur any Letter
of Credit Obligation as a result of that Default or Event of Default; or 


 


(c)          after
giving effect to any Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving
Loans would exceed the Maximum Revolving Loan Balance (except as provided in Section 1.1(b)).


 


The request by the Borrower
Representative and acceptance by the Borrowers of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations
shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrowers that the conditions in
this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s
Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.


 


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


 


The Credit Parties,
jointly and severally, represent and warrant to Agent and each Lender that the following are true, correct and complete:


 


3.1           Corporate
Existence and Power.


 


Each Credit Party and each of their respective Subsidiaries:


 


(a)          is
a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;


 


(b)          has
the power and authority and all governmental licenses, authorizations, Permits, consents and approvals to own its assets, carry
on its business and execute, deliver, and perform its obligations under, the Loan Documents to which it is a party;


 


(c)          is
duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good
standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business
requires such qualification or license; and


 


(d)          is
in compliance with all Requirements of Law; 


 


except, in each case
referred to in clause (c) or clause (d), to the extent that the failure to do so would not reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect.


 


3.2           Corporate
Authorization; No Contravention.


 


The execution, delivery and performance by each of the Credit Parties of this Agreement,
and by each Credit Party and each of their respective Subsidiaries of any other Loan Document to which such Person is party, have
been duly authorized by all necessary action, and do not and will not:


 


(i)          contravene
the terms of any of that Person’s Organization Documents;


 




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(ii)         conflict
with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing
any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental
Authority to which such Person or its Property is subject; or


 


(iii)        violate
any Requirement of Law in any material respect.


 


3.3           Governmental
Authorization.


 


No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against,
any Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan Document except (a) for recordings
and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or
prior to the Closing Date.


 


3.4           Binding
Effect.


 


This Agreement and each other Loan Document to which any Credit Party or any Subsidiary of any Credit Party
is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against
such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.


 


3.5           Litigation.


 


Except as specifically disclosed in Schedule 3.5, there are no actions, suits, proceedings, claims or disputes pending,
or to the best knowledge of each Credit Party, threatened or contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against any Credit Party, any Subsidiary of any Credit Party or any of their respective Properties which:


 


(a)          purport
to affect or pertain to this Agreement, any other Loan Document or any of the transactions contemplated hereby or thereby; or


 


(b)          would
reasonably be expected to result in monetary judgment(s) or relief, individually or in the aggregate, in excess of $750,000; or


 


(c)          seek
an injunction or other equitable relief which would reasonably be expected to have a Material Adverse Effect.


 


No injunction, writ,
temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting
to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the
transactions provided for herein or therein not be consummated as herein or therein provided. As of the Closing Date, no Credit
Party or any Subsidiary of any Credit Party is the subject of an audit or, to each Credit Party’s knowledge, any review or
investigation by any Governmental Authority (excluding the IRS and other taxing authorities) concerning the violation or possible
violation of any Requirement of Law, which, in each case, would reasonably be expected to result in, either individually or in
the aggregate, a Material Adverse Effect.


 


3.6           No
Default.


 


No Default or Event of Default exists or would result from the incurring of any Obligations by any Credit
Party or the grant or perfection of Agent’s Liens on the Collateral. No Credit Party and no Subsidiary of any Credit Party
is in default under or with respect to any material Contractual Obligation.


 




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3.7           ERISA
Compliance. Schedule 3.7


 


sets forth, as of the Closing Date, a complete and correct list of, and that separately
identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each
trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law
so qualifies. Except for those that would not reasonably be expected to result in Liabilities in excess of $750,000 in the aggregate
or could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (x) each Benefit
Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or
pending (or to the knowledge of any Credit Party, threatened) claims (other than routine claims for benefits in the normal course),
sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Credit Party incurs
or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing
Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.


 


3.8           Use
of Proceeds; Margin Regulations.


 


No Credit Party and no Subsidiary of any Credit Party is engaged in the business of
purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. Schedule 3.8
contains a description of the Credit Parties’ sources and uses of funds on the Closing Date, including Loans and Letters
of Credit made or Issued on the Closing Date and a funds flow memorandum detailing how funds from each source are to be transferred
to particular uses.


 


3.9           Ownership
of Property; Liens.


 


As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real
Estate of each Credit Party and each of their respective Subsidiaries. Each of the Credit Parties and each of their respective
Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Estate, and good
and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance,
necessary or used in the ordinary conduct of their respective businesses. As of the Closing Date, none of the Real Estate of any
Credit Party or any Subsidiary of any Credit Party is subject to any Liens other than Permitted Liens. As of the Closing Date,
Schedule 3.9 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining
to any Real Estate. As of the Closing Date, except as could not reasonably be expected to result in, either individually or in
the aggregate, a Material Adverse Effect, all material permits required to have been issued or appropriate to enable the Real
Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully
issued and are in full force and effect.


 


3.10         Taxes.


 


All federal, state, local and foreign income and franchise and other material Tax returns, reports and statements (collectively,
the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities,
all such Tax Returns are true and correct in all material respects, and all Taxes reflected therein or otherwise due and payable
have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested
in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the
appropriate Tax Affiliate in accordance with GAAP. As of the Closing Date, no Tax Return is under audit or examination by any
Governmental Authority, and no notice of any audit or examination or any assertion of any claim for Taxes has been given or made
by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees
for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable
Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has
participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been
a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.


 




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3.11         Financial
Condition.


 


(a)          Each
of (i) the audited consolidated balance sheet of IGI and its Subsidiaries dated December 31, 2013, and the related audited consolidated
statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the
unaudited interim consolidated balance sheet of IGI and its Subsidiaries dated September 30, 2014 and the related unaudited consolidated
statements of income, shareholders’ equity and cash flows for the nine fiscal months then ended, in each case, as
attached hereto as Schedule 3.11(a):


 


(x)          were
prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly
noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack
of footnote disclosures; and


 


(y)          present
fairly in all material respects the consolidated financial condition of IGI and its Subsidiaries as of the dates thereof and results
of operations for the periods covered thereby.


 


(b)          Since
December 31, 2013 there has been no Material Adverse Effect. 


 


(c)          The
Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and
have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9.


 


(d)          All
financial performance projections delivered to Agent, including the financial performance projections delivered on the Closing
Date and attached hereto as Schedule 3.11(d), represent the Borrowers’ best good faith estimate of future financial
performance and are based on assumptions believed by the Borrowers to be fair and reasonable in light of current market conditions,
it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that
the actual results during the period or periods covered by such projections may differ from the projected results.


 


3.12         Environmental
Matters.


 


Except as set forth in Schedule 3.12, and except where any failures to comply would not reasonably
be expected to result in, either individually or in the aggregate, Material Environmental Liabilities to the Credit Parties and
their Subsidiaries, (a) the operations of each Credit Party and each Subsidiary of each Credit Party are and have been in
compliance with all applicable material Environmental Laws, including obtaining, maintaining and complying with all Permits required
by any applicable Environmental Law, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party
and no Subsidiary of any Credit Party and no Real Estate currently (or to the knowledge of any Credit Party previously) owned,
leased, subleased, operated or otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation
or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim,
demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental
Laws, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached
to any Property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts,
circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such Property,
(d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at,
to or from any Real Estate, (e) all material Real Estate currently (or to the knowledge of any Credit Party previously) owned,
leased, subleased, operated or otherwise occupied by or for any such Credit Party and each Subsidiary of each Credit Party is
free of contamination by any Hazardous Materials, and (f) no Credit Party and no Subsidiary of any Credit Party (i) is or has
been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any material Environmental
Law or (ii) knows of any facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental
Law, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental
Response, Compensation and Liability Act or similar Environmental Laws. Each Credit Party has made available to Agent copies of
all existing environmental reports, reviews and audits and all documents pertaining to actual or potential Environmental Liabilities,
in each case to the extent such reports, reviews, audits and documents are in their possession, custody, control or otherwise
available to the Credit Parties.


 




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3.13         Regulated
Entities.


 


No Credit Party, no Person controlling any Credit Party, nor any Subsidiary of any Credit Party, is (a) an
“investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under the
Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or
regulation limiting its ability to incur Indebtedness, pledge its assets or perform its obligations under the Loan Documents.


 


3.14         Solvency.


 


Both before and after giving effect to (a) the Loans made and Letters of Credit Issued on or prior to the date this representation
and warranty is made or remade, (b) the disbursement of the proceeds of such Loans to or as directed by the Borrower Representative,
and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties taken as a whole
are Solvent.


 


3.15         Labor
Relations.


 


There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any
Credit Party, threatened) against or involving any Credit Party or any Subsidiary of any Credit Party, except for those that would
not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.15,
as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council
or similar representative covering any employee of any Credit Party or any Subsidiary of any Credit Party, (b) no petition for
certification or election of any such representative is existing or pending with respect to any employee of any Credit Party or
any Subsidiary of any Credit Party and (c) no such representative has sought certification or recognition with respect to any
employee of any Credit Party or any Subsidiary of any Credit Party.


 


3.16         Intellectual
Property. 


 


Schedule 3.16 sets forth a true and complete list of the following Intellectual Property owned or
licensed by the Credit Parties (or which any Credit Party otherwise has a right to use), in each case, to the extent used in or
material to the business of the Credit Parties: (i) Intellectual Property that is registered or subject to applications for registration,
(ii) Internet Domain Names and (iii) material Intellectual Property and material Software, separately identifying that owned and
licensed to such Credit Party and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction
in which such item has been registered or otherwise arises or in which an application for registration has been filed, (4) as
applicable, the registration or application number and registration or application date and (5) any IP Licenses or other rights
(including franchises) granted by such Credit Party with respect thereto. Each Credit Party and each Subsidiary of each Credit
Party owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for
such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party, (a) the conduct and operations of the businesses
of each Credit Party and each Subsidiary of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise
impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest
of any Credit Party or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property, other than, in each case,
as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 




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3.17         Brokers’
Fees; Transaction Fees.


 


Except for fees payable to Agent and Lenders, none of the Credit Parties or any of their respective
Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee
in connection with the transactions contemplated hereby.


 


3.18         Insurance.


 


Schedule 3.18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by
each Credit Party, including issuers, coverages and deductibles. Each of the Credit Parties and each of their respective Subsidiaries
and their respective Properties are insured with financially sound and reputable insurance companies which are not Affiliates
of the Borrowers, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged
in similar businesses of the same size and character as the business of the Credit Parties and, to the extent relevant, owning
similar Properties in localities where such Person operates.


 


3.19         Ventures,
Subsidiaries and Affiliates; Outstanding Stock.


 


Except as set forth in Schedule 3.19, as of the Closing Date,
no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership
with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each
of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable,
and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries
of the Borrowers, those in favor of Agent, for the benefit of the Secured Parties. All such securities were issued in compliance
with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each
Credit Party (other than IGI) and each Subsidiary of each Credit Party is owned by each of the Persons and in the amounts set
forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights
to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell,
repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in
Schedule 3.19 is a true and complete organizational chart of IGI and all of its Subsidiaries as of the Closing Date.


 


3.20         Jurisdiction
of Organization; Chief Executive Office.


 


Schedule 3.20 lists each Credit Party’s jurisdiction of organization,
legal name and organizational identification number, if any, and the location of such Credit Party’s chief executive office
or sole place of business, in each case as of the date hereof, and such Schedule 3.20 also lists all jurisdictions of organization
and legal names of such Credit Party for the five years preceding the Closing Date.


 


3.21         Locations
of Inventory, Equipment and Books and Records.


 


Each Credit Party’s inventory and equipment (other than inventory
or equipment in transit) and books and records concerning the Collateral are kept at the locations listed in Schedule 3.21
(which Schedule 3.21 shall be promptly updated by the Credit Parties upon notice to Agent as permanent Collateral locations
change).


 








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3.22         Deposit
Accounts and Other Accounts. 


 


Schedule 3.22
lists all banks and other financial institutions at which any Credit Party maintains deposit or other accounts as of the Closing
Date, and such Schedule correctly identifies the name, address and any other relevant contact information reasonably requested
by Agent with respect to each depository, the name in which the account is held, a description of the purpose of the account, and
the complete account number therefor.


 


3.23         Government
Contracts. 


 


Except as set forth
in Schedule 3.23, as of the Closing Date, no Credit Party is a party to any contract or agreement with any Governmental
Authority and no Credit Party’s Accounts are subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727) or
any similar state or local law.


 


3.24         Customer
and Trade Relations.


  


As of the Closing Date,
there exists no actual or, to the knowledge of any Credit Party, threatened (in writing) termination or cancellation of, or any
material adverse modification or change in (a) the business relationship of any Credit Party with any customer or group of customers
whose purchases during the preceding 12 calendar months caused them to be ranked among the ten largest customers of such Credit
Party or (b) the business relationship of any Credit Party with any supplier essential to its operations.


 


3.25         Bonding. 


 


Except as set forth
in Schedule 3.25, as of the Closing Date, no Credit Party is a party to or bound by any surety bond agreement, indemnification
agreement therefor or bonding requirement with respect to products or services sold by it.


 


3.26         Reserved.


 


3.27         Status
of Inactive Subsidiaries.


 


No Inactive Subsidiary
has incurred any Indebtedness, engaged in any business activities or owned any Property other than activities and contractual rights
incidental to maintenance of its corporate existence.


 


3.28         Reserved.


 


3.29         Full
Disclosure.


 


None of the representations
or warranties made by any Credit Party or any of their Subsidiaries in the Loan Documents as of the date such representations and
warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished
by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Loan Documents (including the offering
and disclosure materials, if any, delivered by or on behalf of any Credit Party to Agent or the Lenders prior to the Closing Date),
contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make
the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or
delivered.


 




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3.30        Foreign
Assets Control Regulations and Anti-Money Laundering.


 


Each Credit Party and
each Subsidiary of each Credit Party is in compliance in all material respects with all U.S. economic sanctions laws, Executive
Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”),
and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations
issued pursuant to it. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i) is a Person designated by the U.S.
government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which
a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S.
economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii)
is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests),
or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the
target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan
Document would be prohibited under U.S. law.


 


3.31        Patriot
Act.


 


The Credit Parties,
each of their Subsidiaries and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each
of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive
order relating thereto, (b) the Patriot Act and (c) other federal or state laws relating to “know your customer”
and anti-money laundering rules and regulations. No part of the proceeds of any Loan will be used directly or indirectly for any
payments to any government official or employee, political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,
in violation of the United States Foreign Corrupt Practices Act of 1977.


 


3.32        Regulatory
Matters.


 


(a)          Schedule
3.32 sets forth, as of the Closing Date, a complete and correct list of all material Registrations held by each Credit
Party and its Subsidiaries. Such listed material Registrations are the only material Registrations that are required for the Credit
Parties and their Subsidiaries to conduct their respective businesses as presently conducted or as proposed to be conducted. Each
Credit Party and its Subsidiaries has, and it and its Products are in conformance with, all Registrations required to conduct its
respective businesses as now or currently proposed to be conducted except where the failure to have such Registrations would not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit
Party and its Subsidiaries, neither the FDA nor other Governmental Authority is considering limiting, suspending, or revoking such
Registrations or changing the marketing classification or labeling or other significant parameter affecting the Products of the
Credit Parties or any of their respective Subsidiaries. To the knowledge of each Credit Party and its Subsidiaries, there is no
false or misleading information or significant omission in any product application or other submission to the FDA or other Governmental
Authority administering Public Health Laws. The Credit Parties and their respective Subsidiaries have fulfilled and performed,
in all material respects, their obligations under each material Registration, and, to the knowledge of each Credit Party and its
Subsidiaries, no event has occurred or condition or state of facts exists which would constitute a breach or default, or would
cause revocation or termination of any such Registration. To the knowledge of each Credit Party and its Subsidiaries, no event
has occurred or condition or state of facts exists which would present potential product liability related, in whole or in part,
to Regulatory Matters. To the knowledge of each Credit Party and its Subsidiaries, any third party that is a manufacturer or contractor
for the Credit Parties or any of their respective Subsidiaries is in compliance with all material Registrations required by the
FDA or comparable Governmental Authority and all Public Health Laws insofar as they reasonably pertain to the Products of the Credit
Parties and their respective Subsidiaries.


 




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(b)          All
Products designed, developed, investigated, manufactured, prepared, assembled, packaged, tested, labeled, distributed, sold or
marketed by or on behalf of the Credit Parties or their respective Subsidiaries that are subject to Public Health Laws, to the
knowledge of each Credit Party and its Subsidiaries, have been and are being designed, developed, investigated, manufactured, prepared,
assembled, packaged, tested, labeled, distributed, sold and marketed in material compliance with the Public Health Laws or any
other applicable Requirement of Law, including, without limitation, clinical and non-clinical evaluation, product approval or clearance,
premarketing notification, good manufacturing practices, labeling, advertising and promotion, record-keeping, establishment registration
and device listing, reporting of recalls and adverse event reporting.


 


(c)          No
Credit Party nor its Subsidiaries is subject to any material obligation arising under an administrative or regulatory action, proceeding,
investigation or inspection by or on behalf of a Governmental Authority, warning letter, notice of violation letter, consent decree,
request for information or other notice, response or commitment made to or with a Governmental Authority with respect to Regulatory
Matters, and, to the knowledge of each Credit Party and its Subsidiaries, no such obligation has been threatened.  There
is no, and there is no act, omission, event, or circumstance of which any Credit Party or any of its Subsidiaries has knowledge
that would reasonably be expected to give rise to or lead to, any civil, criminal or administrative action, suit, demand, claim,
complaint, hearing, investigation, demand letter, warning letter, proceeding or request for information pending against any Credit
Party or its Subsidiaries, and, to each Credit Party’s and its Subsidiary’s knowledge, no Credit Party nor its Subsidiaries
has any liability (whether actual or contingent) for failure to comply with any Public Health Laws. There has not been any violation
of any Public Health Laws by any Credit Party or its Subsidiaries in its product development efforts, submissions, record keeping
and reports to the FDA or any other Governmental Authority that could reasonably be expected to require or lead to investigation,
corrective action or enforcement, regulatory or administrative action that would reasonably be expected, in the aggregate, have
a Material Adverse Effect. To the knowledge of each Credit Party and each of their respective Subsidiaries, there are no civil
or criminal proceedings relating to any Credit Party or any of its Subsidiaries or any officer, director or employee of any Credit
Party or Subsidiary of any Credit Party that involve a matter within or related to the FDA’s or any other Governmental Authority’s
jurisdiction.


 


(d)          As
of the Closing Date, no Credit Party nor its Subsidiaries is undergoing any inspection related to Regulatory Matters, or any other
Governmental Authority investigation, except as set forth on Schedule 3.32(d).


 


(e)          During
the period of three calendar years immediately preceding the Closing Date, no Credit Party nor any Subsidiary of any Credit Party
has introduced into commercial distribution any Products manufactured by or on behalf of any Credit Party or any Subsidiary of
a Credit Party or distributed any products on behalf of another manufacturer that were upon their shipment by any Credit Party
or any of its Subsidiaries knowingly adulterated or misbranded in violation of 21 U.S.C. § 331. No Credit Party nor any
Subsidiary of any Credit Party has received any notice of communication from any Governmental Authority alleging material noncompliance
with any Requirement of Law. No Product has been seized, withdrawn, recalled, detained, or subject to a suspension (other than
in the ordinary course of business) of research, manufacturing, distribution, or commercialization activity, and there are no facts
or circumstances reasonably likely to cause (i) the seizure, denial, withdrawal, recall, detention, public health notification,
safety alert or suspension of manufacturing or other activity relating to any Product; (ii) a change in the labeling of any Product
suggesting a compliance issue or risk; or (iii) a termination, seizure or suspension of manufacturing, researching, distributing
or marketing of any Product. No proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, revocation,
suspension, import detention, or seizure of any Product are pending or threatened against any Credit Party or any of its Subsidiaries.


 




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(f)          No
Credit Party nor any Subsidiary of any Credit Party nor any of their respective officers, directors or employees or, to the knowledge
of each Credit Party and its Subsidiaries, agents or contractors (i) have been excluded or debarred from any federal healthcare
program (including without limitation Medicare or Medicaid) or any other federal program or (ii) have received notice from the
FDA or any other Governmental Authority with respect to debarment or disqualification of any Person that would reasonably be expected
to have, in the aggregate, a Material Adverse Effect. No Credit Party nor any Subsidiary of any Credit Party nor any of their respective
officers, directors or employees or, to the knowledge of each Credit Party and its Subsidiaries, agents or contractors have been
convicted of any crime or engaged in any conduct for which (x) debarment is mandated or permitted by 21 U.S.C. § 335a or (y)
such Person could be excluded from participating in the federal health care programs under Section 1128 of the Social Security
Act or any similar law. No officer and to the knowledge of each Credit Party and its Subsidiaries, no employee or agent of any
Credit Party or its Subsidiaries, has (A) made any untrue statement of material fact or fraudulent statement to the FDA or any
other Governmental Authority; (B) failed to disclose a material fact required to be disclosed to the FDA or any other Governmental
Authority; or (C) committed an act, made a statement, or failed to make a statement that would reasonably be expected to provide
the basis for the FDA or any other Governmental Authority to invoke its policy respecting “Fraud, Untrue Statements of Material
Facts, Bribery, and Illegal Gratuities,” as set forth in 56 Fed. Reg. 46191 (September 10, 1991).


 


(g)          No
Credit Party nor any Subsidiary of any Credit Party has granted rights to design, develop, manufacture, produce, assemble, distribute,
license, prepare, package, label, market or sell its Products to any other Person nor is any Credit Party or any of its Subsidiaries
bound by any agreement that affects any Credit Party’s exclusive right to design, develop, manufacture, produce, assemble,
distribute, license, prepare, package, label, market or sell its Products.


 


(h)          Except
as set forth on Schedule 3.32: (i) each Credit Party and its Subsidiaries and, to their
knowledge, their respective contract manufacturers are, and have been for the past three calendar years, in compliance with, and
each Product in current commercial distribution is designed, manufactured, processed, prepared, assembled, packaged, labeled, stored,
installed, serviced and held in compliance with, the current Good Manufacturing Practice regulations set forth in 21 C.F.R. Parts
210 and 211, as applicable, (ii) each Credit Party and its Subsidiaries is in compliance with the written procedures, record-keeping
and reporting requirements required by the FDA or any comparable Governmental Authority pertaining to the reporting of adverse
events and recalls involving the Products, (iii) all Products are and have been labeled, promoted, and advertised in accordance
with their Registration and approved labeling or within the scope of an exemption from obtaining such Registration, and (iv) each
Credit Party and its Subsidiaries’ establishments are registered with the FDA, as applicable, and each Product is listed
with the FDA under the applicable FDA registration and adverse event reporting regulations for pharmaceuticals.


 


ARTICLE
IV.

AFFIRMATIVE COVENANTS


 


Each Credit Party covenants
and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent
indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


4.1           Financial
Statements.


 


Each Credit Party shall
maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance
with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly
financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Borrowers
shall deliver to Agent by Electronic Transmission and in detail reasonably satisfactory to Agent:


 




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(a)          as
soon as available, but not later than ninety (90) days after the end of each Fiscal Year of IGI, commencing December 31, 2014,
a copy of the audited consolidated and consolidating balance sheets of IGI and its Subsidiaries as at the end of such year and
the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such
Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report
of any “Big Four” or other nationally-recognized independent certified public accounting firm reasonably acceptable
to Agent which report shall (i) contain an unqualified opinion, stating that such consolidated financial statements present fairly
in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent
with prior years or otherwise consented to in writing by Agent and (ii) not include any explanatory paragraph expressing substantial
doubt as to going concern status;


 


(b)          as
soon as available, but not later than forty-five (45) days after the end of each Fiscal Quarter (other than the last Fiscal Quarter
of each Fiscal Year), commencing September 30, 2014, a copy of the unaudited consolidated and consolidating balance sheets of IGI
and its Subsidiaries, and the related consolidated and consolidating statements of income, shareholders’ equity and cash
flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall be complete and
correct and fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations
of IGI and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and


 


(c)          as
soon as available, but not later than thirty (30) days (or forty five (45) days in the case of the last fiscal month or each fiscal
year) after the end of each fiscal month of each year (other than the last fiscal month of each of the first three Fiscal Quarters
of each Fiscal Year), commencing October 31, 2014, a copy of the unaudited consolidated and consolidating balance sheets of IGI
and its Subsidiaries, and the related consolidated and consolidating statements of income, shareholders’ equity and cash
flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, each of which shall be complete and
correct and fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations
of IGI and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.


 


Notwithstanding the
foregoing, Borrowers will be deemed to have furnished to Agent the statements, reports, notices and other materials described above
if they have filed (or, in the case of a Form 8-K, furnished) such reports with the Securities and Exchange Commission (“SEC”)
via the EDGAR filing system (“EDGAR”) and such materials are publicly available, if and only if Borrowers shall have
notified Agent that such materials are available via EDGAR. If under any circumstances the Agent is unable to access any such materials
via EDGAR, or, upon accessing such materials via EDGAR, Agent determines that such materials are not in form and substance satisfactory
to Agent, Borrower Representative shall, upon request from Agent, promptly provide Agent with a copy of such materials (such materials
to be in form and substance satisfactory to Agent).


 


4.2           Certificates;
Other Information.


 


The Borrowers shall
furnish to Agent and each Lender by Electronic Transmission:


 


(a)          together
with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b) (as reported on SEC forms 10-K
and 10-Q, respectively, or containing information of a similar nature to the information required by such forms), (i) a management
discussion and analysis report, in reasonable detail, signed by the chief financial officer of the Borrower Representative, describing
the operations and financial condition of the Credit Parties and their Subsidiaries for the Fiscal Quarter and the portion of the
Fiscal Year then ended (or for the Fiscal Year then ended in the case of annual financial statements), and (ii) a report setting
forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding
figures from the most recent projections for the current Fiscal Year delivered pursuant to Section 4.2(i) and discussing
the reasons for any significant variations.


 




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(b)          concurrently
with the delivery of the financial statements referred to in Sections 4.1(a), 4.1(b) and 4.1(c), a fully and
properly completed certificate in the form of Exhibit 4.2(b) (a “Compliance Certificate”), certified on behalf
of the Borrowers by a Responsible Officer of the Borrower Representative;


 


(c)          promptly
after the same are sent, copies of all financial statements and reports which any Credit Party sends to its shareholders or other
equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular,
periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor
or similar Governmental Authority;


 


(d)          as
soon as available and in any event within fifteen (15) days after the end of each calendar month (or twenty (20) days after the
end of each calendar month ending on or prior to December 31, 2014), a Borrowing Base Certificate, certified on behalf of the Borrowers
by a Responsible Officer of the Borrower Representative, setting forth the Borrowing Base as at the end of the most-recently ended
fiscal month or as at such other date as Agent may reasonably require, and any supporting information as Agent may reasonably request
therewith;


 


(e)          concurrently
with the delivery of the Borrowing Base Certificate, a detailed aging of Accounts, accompanied by such supporting detail and documentation
as shall be requested by Agent in its reasonable discretion;


 


(f)          concurrently
with the delivery of the Borrowing Base Certificate, a detailed aging of accounts payable accompanied by such supporting detail
and documentation as shall be requested by Agent in its reasonable discretion;


 


(g)          concurrently
with the delivery of the Borrowing Base Certificate or at such more frequent intervals as Agent may request from time to
time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), collateral
reports, including all additions and reductions (cash and non-cash) with respect to Accounts of the Credit Parties in each case
accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;


 


(h)          to
Agent, at the time of delivery of each of the monthly financial statements delivered pursuant to Section 4.1(c) a reconciliation
of the following, in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable
discretion:


 


(i)          the
most recent Borrowing Base Certificate, general ledger and month-end accounts receivable aging of each Borrower to such Borrower’s
general ledger and monthly Financial Statements delivered pursuant to Section 4.1(c); and


 


(ii)         the
accounts payable aging to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to Section
4.1(c);


 


(i)          at
the time of delivery of each of the annual financial statements delivered pursuant to Section 4.1, (i) a listing of government
contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940 or any similar state or municipal law; and (ii)
a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United
States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in each case entered into
or filed in the prior Fiscal Quarter;


 




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(j)          as
soon as available and in any event no later than thirty (30) days following the last day of each Fiscal Year of the Borrowers,
projections of the Credit Parties (and their Subsidiaries’) consolidated and consolidating financial performance for the
forthcoming three Fiscal Years on a year by year basis, and for the forthcoming Fiscal Year on a month by month basis;


 


(k)          promptly
upon receipt thereof, but in no event later than fifteen (15) days after such receipt, copies of any reports submitted by the Borrowers’
certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements
or internal control systems of any Credit Party made by such accountants; and


 


(l)          promptly,
such additional business, financial, collateral, corporate affairs, perfection certificates and other information as Agent may
from time to time reasonably request.


 


4.3           Notices.


 


The Borrowers shall
notify promptly Agent and each Lender of each of the following (and in no event later than three (3) Business Days after a Responsible
Officer becomes aware thereof):


 


(a)          the
occurrence or existence of any Default or Event of Default;


 


(b)          any
breach or non-performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit
Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either
individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default,
violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;


 


(c)          any
dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary
of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the
aggregate, in Liabilities in excess of $750,000;


 


(d)          the
commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any
Credit Party or any Property or Product of any Credit Party (i) in which the amount of damages claimed is $750,000 (or its equivalent
in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought and which, if adversely determined,
would reasonably be expected to have a Material Adverse Effect, (iii) in which the relief sought is an injunction or other stay
of the performance of this Agreement or any other Loan Document, or (iv) alleges actual violations of any material Public Health
Law;


 


(e)          (i)
the receipt by any Credit Party of any notice of violation of any material Environmental Law, (ii)(A) unpermitted Releases, (B)
the existence of any condition that could reasonably be expected to result in violations of or Liabilities under, any material
Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim,
demand, dispute alleging a violation of or Liability under any Environmental Law which in the case of clauses (A), (B) and (C)
above, in the aggregate for all such clauses, would reasonably be expected to result in Material Environmental Liabilities, (iii)
the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental
Authority securing, in whole or in part, material Environmental Liabilities and (iv) any proposed acquisition or lease of Real
Estate, if such acquisition or lease would have a reasonable likelihood of resulting in Material Environmental Liabilities;


 




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(f)          (i)
on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA, or intent to
terminate any Title IV Plan, a copy of such notice (ii) promptly, and in any event within ten (10) days, after any officer of any
ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been
filed with respect to any Title IV Plan or Multiemployer Plan, a notice describing such waiver request and any action that any
ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining
thereto, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason
to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate
proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer
Plan or other Benefit Plan pertaining thereto;


 


(g)          any
Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant
to this Agreement;


 


(h)          any
material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;



 


(i)          any
labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption
against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect; 


 


(j)          the
creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent
(other than issuances by IGI of Stock or Stock Equivalents not requiring a mandatory prepayment hereunder); 


 


(k)          if
any Credit Party acquires any Margin Stock; and


 


(l)          (i)
any notice that the FDA or any other similar Governmental Authority is limiting, suspending or revoking any material Registration,
changing the market classification, distribution pathway or parameters, or labeling of the Products of the Credit Parties or their
respective Subsidiaries, or considering any of the foregoing; (ii) any Credit Party or any of its Subsidiaries becoming subject
to any administrative or regulatory action, Form FDA 483 observation, warning letter, notice of violation letter, or other notice,
response or commitment made to or with the FDA or any comparable Governmental Authority, or any Product of any Credit Party or
any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement
of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention,
or seizure of any Product are pending or threatened against the Credit Parties or their respective Subsidiaries; and (iii) any
voluntary withdrawal or recall of any Product by any Credit Party or any of its Subsidiaries in an aggregate amount of $500,000
or which would, in the aggregate, have a Material Adverse Effect.


 


Each notice pursuant
to this Section 4.3 shall be in electronic form accompanied by a statement by a Responsible Officer of the Borrower Representative,
on behalf of the Borrowers, setting forth details of the occurrence referred to therein, and stating what action the Borrowers
or other Person proposes to take with respect thereto and at what time. Each notice under Section 4.3(a) shall describe
with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.


 


4.4           Preservation
of Corporate Existence, Etc.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to:


 


(a)          preserve
and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation,
organization or formation, as applicable, except as permitted by Section 5.3;


 




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(b)          preserve
and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the
normal conduct of its business except as permitted by Sections 5.2 and 5.3 and except as would not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect;


 


(c)          preserve
or renew all of its registered Trademarks, the non-preservation of which would reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; and


 


(d)          conduct
its business and affairs without infringement of or interference with any Intellectual Property of any other Person in any material
respect and shall comply in all material respects with the terms of its IP Licenses.


 


4.5           Maintenance
of Property.


 


Each Credit Party shall
maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is used or useful in its business
in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals
and replacements thereof except where the failure to do so would not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.


 


4.6           Insurance.


 


(a)          Each
Credit Party shall, and shall cause each of its Subsidiaries to, (i) maintain or cause to be maintained in full force and effect
all policies of insurance of any kind with respect to the Property and businesses of the Credit Parties and such Subsidiaries (including
policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee
fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound
and reputable insurance companies or associations (in each case that are not Affiliates of the Borrowers) of a nature and providing
such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Credit
Parties and (ii) upon the request of Agent, cause all such insurance relating to any Property or business of any Credit Party to
name Agent as additional insured or lenders loss payee as agent for the Lenders, as appropriate. All policies of insurance on real
and personal Property of the Credit Parties will contain an endorsement, in form and substance acceptable to Agent, showing loss
payable to Agent (Form CP 1218 or equivalent and naming Agent as lenders loss payee as agent for the Lenders) and extra expense
and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the
insurance companies will give Agent at least 45 days’ prior written notice before any such policy or policies of insurance
shall be altered or canceled and that no act or default of the Credit Parties or any other Person shall affect the right of Agent
to recover under such policy or policies of insurance in case of loss or damage. Each Credit Party shall direct all present and
future insurers under its “All Risk” policies of property insurance to pay all proceeds payable thereunder directly
to Agent. If any insurance proceeds are paid by check, draft or other instrument payable to any Credit Party and Agent jointly,
Agent may endorse such Credit Party’s name thereon and do such other things as Agent may deem advisable to reduce the same
to cash. Agent reserves the right at any time, upon review of each Credit Party’s risk profile, to require additional forms
and limits of insurance. Notwithstanding the requirement in clause (i) above, Flood Insurance shall not be required for (x) Real
Estate not located in a Special Flood Hazard Area, or (y) Real Estate located in a Special Flood Hazard Area in a community that
does not participate in the National Flood Insurance Program. 


 




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(b)          Unless
the Credit Parties provide Agent with evidence of the insurance coverage required by this Agreement (including, without limitation,
Flood Insurance), Agent may purchase insurance (including, without limitation, Flood Insurance) at the Credit Parties’ expense
to protect Agent’s and Lenders’ interests in the Credit Parties’ and their Subsidiaries’ properties. This
insurance may, but need not, protect the Credit Parties’ and their Subsidiaries’ interests. The coverage that Agent
purchases may not pay any claim that any Credit Party or any Subsidiary of any Credit Party makes or any claim that is made against
such Credit Party or any Subsidiary in connection with said Property. The Credit Parties may later cancel any insurance purchased
by Agent, but only after providing Agent with evidence that there has been obtained insurance as required by this Agreement. If
Agent purchases insurance, the Credit Parties will be responsible for the costs of that insurance, including interest and any other
charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration
of the insurance. The costs of the insurance shall be added to the Obligations. The costs of the insurance may be more than the
cost of insurance the Credit Parties may be able to obtain on their own.


 


4.7           Payment
of Obligations. 


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, pay, discharge and perform as the same shall become due and payable or required to
be performed:


 


(a)          all
Tax liabilities, assessments and governmental charges or levies upon it or its Property, unless (i) the same are being contested
in good faith by appropriate proceedings diligently prosecuted which stay the filing or enforcement of any Lien and for which adequate
reserves in accordance with GAAP are being maintained by such Person; and (ii) the aggregate Liabilities secured by such Lien do
not exceed $500,000. 


 


(b)          all
lawful claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith
by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of any Lien and for which adequate reserves
in accordance with GAAP are being maintained by such Person;


 


(c)          the
performance of all obligations under any material Contractual Obligation to such Credit Party or any of its Subsidiaries is bound,
or to which it or any of its Property is subject; and


 


(d)          payments
to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Benefit
Plan.


 


4.8           Compliance
with Laws.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, comply with all Requirements of Law and Permits (including without limitation, all
Registrations) of any Governmental Authority having jurisdiction over it, its business or its Products, except where such failures
to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Without
limiting the generality of the foregoing, each Credit Party and its Subsidiaries shall comply with all material Public Health Laws
and their implementation by any applicable Governmental Authority and all lawful requests of any Governmental Authority applicable
to its Products. All Products developed, manufactured, tested, distributed or marketed by any Credit Party or any of its Subsidiaries
that are subject to the jurisdiction of the FDA or comparable Governmental Authority shall be developed, tested, manufactured,
distributed and marketed in compliance with the Public Health Laws and any other Requirements of Law, including, without limitation,
product approval or premarket notification, good manufacturing practices, labeling, advertising, record-keeping, and adverse event
reporting, and have been and are being tested, investigated, distributed, marketed, and sold in compliance with Public Health Laws
and all other Requirements of Law.


 




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4.9           Inspection
of Property and Books and Records; Appraisals.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business
hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice
shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such
property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate (but, unless an Event of
Default shall have occurred and be continuing, no more than once per Fiscal Quarter); and (b) permit Agent and any of its Related
Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary)
from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Collateral in any
manner and through any medium that Agent considers advisable, as frequently as Agent determines to be appropriate (but, unless
an Event of Default shall have occurred and be continuing, no more than once per Fiscal Quarter), in each instance, at the Credit
Parties’ expense. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s
expense.


 


4.10         Use
of Proceeds.


 


Except as provided
below in this Section 4.10, the Borrowers shall use the proceeds of the Loans solely as follows: (a) to refinance, on the Closing
Date, the Prior Indebtedness, (b) to pay costs and expenses required to be paid pursuant to Section 2.1, and (c) for working
capital, capital expenditures and other general corporate purposes not in contravention of any Requirement of Law and not in violation
of this Agreement or the other Loan Documents. The Borrowers shall use proceeds of Incremental Facilities solely as provided in
Section 1.1(e)(ii)(C).


 


4.11         Cash
Management Systems.


 


Each Credit Party shall
enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing
for “springing” cash dominion with respect to each deposit, securities, commodity or similar account (each, a “Deposit
Account”) maintained by such Person (other than (a) any payroll account so long as such payroll account is a zero balance
account, (b) petty cash accounts, amounts on deposit in which do not exceed $150,000 in the aggregate at any one time, (c) zero
balance disbursement accounts, and (d) withholding tax and fiduciary accounts) as of and after the Closing Date. In addition, at
Agent’s request, the Credit Parties will enter into Control Agreements providing for springing cash dominion over disbursement
accounts (each, a “Disbursement Account”) as of and after the Closing Date, except to the same extent as set forth
in the preceding sentence. With respect to accounts subject to “springing” Control Agreements, Agent shall not deliver
to the relevant depository, securities intermediary or commodities intermediary any notice or other instruction which provides
for exclusive control over any such account by Agent unless a Dominion Period has commenced. The Credit Parties shall not maintain
cash on deposit in Disbursement Accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts
necessary to meet minimum balance requirements. The Credit Parties shall deposit, and shall cause their respective Subsidiaries
to deposit or cause to be deposited, promptly, and in any event no later than three (3) Business Days after the date of receipt
thereof, all cash, checks, drafts and other similar items of payment relating to or constituting payments made or received in respect
of any Collateral into a Deposit Account subject to a Control Agreement. To the extent any Person remits payments directly to a
Credit Party or to an account other than a Deposit Account subject to a Control Agreement, the Credit Parties shall use commercially
reasonable efforts to direct such Person to remit payments directly to a Deposit Account subject to a Control Agreement.


 


4.12         Landlord
Agreements.


 


Each Credit Party shall
use commercially reasonable efforts to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor
of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to each location
where any Collateral is stored or located, which agreement shall be reasonably satisfactory in form and substance to Agent.


 




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4.13        Further
Assurances.


 


(a)          Each
Credit Party shall ensure that all written information, exhibits and reports furnished to Agent or the Lenders do not and will
not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary
to make the statements contained therein not misleading in light of the circumstances in which made, and will promptly disclose
to Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution,
acknowledgement or recordation thereof.


 


(b)          Promptly
upon written request by Agent, the Credit Parties shall (and, subject to the limitations set forth herein and in the Collateral
Documents, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as Agent may reasonably
require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document,
(ii) to subject to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any
of the Collateral Documents, (iii) subject to customary “Funds Certain Provisions” with respect to perfection of Liens
on assets acquired in a Permitted Acquisition or other Investment permitted hereunder, to perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) to better assure, convey,
grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to
be granted to the Secured Parties under any Loan Document. Without limiting the generality of the foregoing and except as otherwise
approved in writing by Required Lenders, the Credit Parties shall cause each of their Subsidiaries, promptly after formation or
acquisition thereof, to guaranty the Obligations and to cause each such Subsidiary to grant to Agent, for the benefit of the Secured
Parties, a security interest in, subject to the limitations set forth herein and in the Collateral Documents, all of such Subsidiary’s
Property to secure such guaranty. Furthermore and except as otherwise approved in writing by Required Lenders, subject to any limitations
set forth in the Collateral Documents, each Credit Party shall pledge, and shall cause each of its Subsidiaries to pledge, all
of the Stock and Stock Equivalents of each of its Subsidiaries to Agent, for the benefit of the Secured Parties, to secure the
Obligations, promptly after formation or acquisition of such Subsidiary. The Credit Parties shall deliver, or cause to be delivered,
to Agent, appropriate resolutions, secretary certificates, certified Organizational Documents and, if requested by Agent, customary
legal opinions relating to the matters described in this Section 4.13 (which opinions shall be in form and substance reasonably
acceptable to Agent and, to the extent applicable, substantially similar to the opinions delivered on the Closing Date), in each
instance with respect to each Credit Party formed or acquired after the Closing Date. In connection with each pledge of Stock and
Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to Agent, irrevocable proxies and stock powers and/or
assignments, as applicable, duly executed in blank. If an Event of Default shall have occurred and be continuing or the Credit
Parties shall have failed to maintain Liquidity in excess of the greater of $4,250,000 and 35% of the Aggregate Revolving Loan
Commitment (and Liquidity shall not have exceeded the greater of $4,250,000 and 35% of the Aggregate Revolving Loan Commitment
for a period of 30 consecutive calendar days following such failure), within thirty (30) days (or such later date as may be agreed
by Agent in its sole discretion) after any request from Agent, the Credit Parties shall execute and/or deliver, or cause to be
executed and/or delivered, to Agent the following with respect to the Real Estate located at 105 Lincoln Avenue, Buena, NJ 08310
and/or any fee interest in Real Estate with a fair market value in excess of $1,000,000 acquired by a Credit Party after the Closing
Date, (w) an appraisal complying with FIRREA, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to Agent,
(y) an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to Agent, in form and substance
and in an amount reasonably satisfactory to Agent insuring that such Mortgage is a valid and enforceable first priority Lien on
the respective property, free and clear of all defects, encumbrances and Liens other than Permitted Liens, and (z) then current
A.L.T.A. surveys, certified to Agent by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance
policy to issue such policy without a survey exception. In the event any Credit Party acquires any Real Estate, at Agent’s
request, the Credit Parties shall cause to be delivered to Agent, within thirty (30) days after such acquisition, an environmental
site assessment prepared by a qualified firm reasonably acceptable to Agent, in form and substance satisfactory to Agent. In addition
to the obligations set forth in Section 4.6(a), within forty-five (45) days after written notice from Agent to the Credit Parties
that any fee owned Real Estate in respect of which a Mortgage has been delivered to Agent is located in a Special Flood Hazard
Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 4.6(a).


 




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(c)          Without
limiting the generality of the foregoing, to the extent reasonably necessary to maintain the continuing priority of the Lien of
any existing Mortgages as security for the Obligations in connection with the incurrence of an Incremental Facility, as determined
by Agent in its reasonable discretion, the applicable Credit Party to any Mortgages shall within thirty (30) days of such funding
or incurrence (or such later date as agreed by Agent) (i) enter into and deliver to Agent, at the direction and in the reasonable
discretion of Agent, a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a
form reasonably satisfactory to Agent, (ii) cause to be delivered to Agent for the benefit of the Secured Parties an endorsement
to the title insurance policy, date down(s) or other evidence reasonably satisfactory to Agent insuring that the priority of the
Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of
the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances
which may then or thereafter take priority over the Lien of the Mortgages (other than those expressly permitted by Section 5.1(c))
and (iii) deliver, at the request of Agent, to Agent and/or all other relevant third parties, all other items reasonably necessary
to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations.


 


4.14         Environmental
Matters.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, comply with, and maintain its Real Estate, whether owned, leased, subleased or otherwise
operated or occupied, in compliance with, all applicable material Environmental Laws (including by implementing any Remedial Action
necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority except where the
failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Environmental Liability.
Without limiting the foregoing, if an Event of Default is continuing or if Agent at any time has a reasonable basis to believe
that there exist violations of Environmental Laws by any Credit Party or any Subsidiary of any Credit Party or that there exist
any Environmental Liabilities, then each Credit Party shall, promptly upon receipt of request from Agent, cause the performance
of, and allow Agent and its Related Persons access to such Real Estate for the purpose of conducting, such environmental audits
and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case
as Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by Agent or
any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to
Agent and shall be in form and substance reasonably acceptable to Agent.


 


4.15         Post-Closing
Matters.


 


(a)          Within
one (1) Business Day after the Closing Date (or such later date as Agent may agree), the Credit Parties shall deliver to Agent
all certificates in respect of certificated securities being pledged as of the Closing Date pursuant to the Guaranty and Security
Agreement, together with related undated powers or endorsements duly executed in blank, in each case, in form and substance reasonably
satisfactory to Agent.


 


(b)          Within
thirty (30) days after the Closing Date (or such later date as Agent may agree), the Credit Parties shall use commercially reasonable
efforts to obtain a landlord agreement in respect of IGI’s leased property located at 1200 S.W. Boulevard, Vineland, New
Jersey, which agreement shall be reasonably satisfactory in form and substance to Agent.


 




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(c)          Within
thirty (30) days after the Closing Date (or such later date as Agent may agree), the Credit Parties shall use commercially reasonable
efforts to obtain a bailee waiver from the bailee in possession of Collateral located at 4850 Mendenhall Road, Memphis, Tennessee,
which waiver shall be reasonably satisfactory in form and substance to Agent.


 


(d)          Within
thirty (30) days after the Closing Date (or such later date as Agent may agree), the Credit Parties shall have filed, or caused
to be filed, with the United States Patent and Trademark Office such evidence (which evidence shall be in form and substance reasonably
satisfactory to Agent) as shall be necessary to reflect the release of all liens of, or assignments in favor of, American Capital
Strategies on the following patents:


  


	NAME OF PATENT	 	PATENT
 NUMBER	 	ISSUE
 DATE
	Reduced fat chocolate and method of manufacture	 	5776536	 	7/7/98
	Heat resistant lipid vesicles	 	5756014	 	5/26/98
	Glucoside paucilamellar vesicles	 	6251425	 	6/26/01
	Lipid vesicle-based fuel additives and liquid energy sources containing same	 	6080211	 	6/27/00
	Stabilized vitamin C formulations	 	6087393	 	7/11/00
	Methods, uses and compositions of fluid petrolatum	 	6309664	 	10/30/01



  


(e)          Within
forty five (45) days after the Closing Date (or such later date as Agent may agree), the Credit Parties shall establish at least
one new deposit account with a financial institution (or financial institutions, as applicable) reasonably satisfactory to Agent
and shall enter into a Control Agreement providing for “springing” cash dominion with respect to such deposit account
(or deposit accounts, as applicable).


 


ARTICLE
V.

NEGATIVE COVENANTS


 


Each Credit Party covenants
and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent
indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


5.1           Limitation
on Liens.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer
to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following
(“Permitted Liens”):


 


(a)          any
Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule
5.1 securing Indebtedness outstanding on such date and permitted by Section 5.5(c), including replacement Liens on the
Property currently subject to such Liens securing Indebtedness permitted by Section 5.5(c);


 


(b)          any
Lien created under any Loan Document;


 


(c)          Liens
for Taxes (i) which are not past due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section
4.7;


 


(d)          carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, supplier’s, repairmen’s or other similar
Liens arising in the Ordinary Course of Business which are not past due for more than thirty (30) days or remain payable without
penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have
the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with
GAAP are being maintained;


 




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(e)          Liens
(other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection
with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of
tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts,
performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money)
or to secure liability to insurance carriers; 


 


(f)          Liens
consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event
of Default;


 


(g)          easements,
rights-of-way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances which
do not interfere in any material respect with the ordinary conduct of the businesses of any Credit Party or any Subsidiary of any
Credit Party;


 


(h)          Liens
on any Property acquired or held by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or assumed
for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section
5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within twenty (20) days after the acquisition
thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof, and (iii) the
principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; 


 


(i)          Liens
securing Capital Lease Obligations permitted under Section 5.5(d);


 


(j)          any
interest or title of a lessor or sublessor under any lease permitted by this Agreement; 


 


(k)          Liens
arising from the filing of precautionary uniform commercial code financing statements with respect to any lease permitted by this
Agreement;


 


(l)          non-exclusive
licenses and sublicenses (including Intellectual Property) granted by a Credit Party in the Ordinary Course of Business not materially
interfering with the business of the Credit Parties or any of their Subsidiaries;


 


(m)          Liens
in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located
in the State of New York, under Section 4-208 of the UCC; 


 


(n)          Liens
(including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;
and


 


(o)          Liens
in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with
the importation of goods in the Ordinary Course of Business. 


 


5.2           Disposition
of Assets.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, license, assign, lease, convey,
transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary
of any Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without
recourse) or enter into any agreement to do any of the foregoing, except:


 




    	39



    	 



    

  


(a)          dispositions
in the Ordinary Course of Business to any Person other than an Affiliate of a Credit Party, of Inventory, or worn-out or surplus
Equipment having a book value not exceeding $250,000 in the aggregate in any Fiscal Year; 


 


(b)          dispositions
(other than (i) of the Stock of any Subsidiary of any Credit Party or any Accounts of any Credit Party and (ii) pursuant to exclusive
licenses or sublicenses) not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in
the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that
(i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75%
of the aggregate sales price from such disposition shall be paid in cash, (iii) the aggregate fair market value of all assets so
sold by the Credit Parties and their Subsidiaries, together, shall not exceed in any Fiscal Year $500,000 and (iv) after giving
effect to such disposition, the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article
VI, recomputed for the most recent fiscal month for which financial statements have been delivered (assuming for such
purpose that the levels and amounts, as applicable, required as of any date occurring prior to the date any such covenant is first
required to be tested under Article VI equal the first such level or amount, as applicable, required in connection with
such first test); 


 


(c)          (i)
dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party
and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents;


 


(d)          transactions
permitted under Section 5.1(l);


 


(e)          sales,
transfers, conveyances assignments, leases, subleases or dispositions solely to effectuate a merger or consolidation permitted
pursuant to Section 5.3;


 


(f)          to
the extent constituting a disposition, loans, advances and Investments permitted by Section 5.4;


 


(g)          the
granting of any Permitted Liens;


 


(h)          dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of any Loan Party or any Subsidiary; and


 


(i)          disposition
of products not acquired by the Borrowers for use in the business of the Borrowers, but rather as part of a larger acquisition
permitted hereby for product, the majority of which (measured in terms of pro-forma revenue) was acquired for use in the business
of the Borrowers; provided that (i) no Event of Default shall then exist or result from such disposition
and (ii) the aggregate fair market value of all such products so disposed of in any Fiscal Year shall not exceed $250,000.


 


5.3           Consolidations
and Mergers.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to merge, consolidate with or into, or convey, transfer, lease
or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to or in favor of any Person, except upon not less than five (5) Business Days prior written notice
to Agent, any Borrower or Subsidiary of a Borrower may merge with, or dissolve or liquidate into, a Credit Party, provided that
such Credit Party shall be the continuing or surviving entity and all actions required to maintain perfected Liens on the Stock
of the surviving entity and other Collateral in favor of Agent shall have been completed.


 




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5.4           Acquisitions;
Loans and Investments.


 


No Credit Party shall
and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase
or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including
the establishment or creation of a Subsidiary, (ii) make or commit to make any Acquisitions, or any other acquisition of all or
substantially all of the assets of another Person, or of any business or division of any Person, including without limitation,
by way of merger, consolidation or other combination, or (iii) make or purchase, or commit to make or purchase, any advance, loan,
extension of credit or capital contribution to or any other investment in, any Person including a Borrower, any Affiliate of a
Borrower or any Subsidiary of a Borrower (the items described in clauses (i), (ii) and (iii) are referred
to as “Investments”), except for:


 


(a)          Investments
in cash and Cash Equivalents;


 


(b)          Investments
consisting of (i) capital contributions by IGI in then existing Credit Parties, and (ii) extensions of credit or capital contributions
by any Credit Party (other than IGI) to or in any other then existing Credit Party (other than IGI); provided, that (A) if any
Credit Party executes and delivers to any Borrower a note (collectively, the “Intercompany Notes”) to evidence
any Investments described in the foregoing clauses (i) and (ii), that Intercompany Note shall be pledged and delivered to Agent
pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; (B) each Borrower shall
accurately record all intercompany transactions on its books and records; and (C) at the time any such intercompany loan or advance
is made by any Borrower to any other Credit Party and after giving effect thereto, each such Borrower shall be Solvent;


 


(c)          Investments
received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 5.2(b);



 


(d)          Investments
acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of Business or in connection with the
bankruptcy or reorganization of suppliers or customers; 


 


(e)          Investments
existing on the Closing Date and set forth in Schedule 5.4;


 


(f)          loans
or advances to employees permitted under Section 5.6;


 


(g)          Permitted
Acquisitions, including any Permitted Acquisitions constituting De Minimis Acquisitions;


 


(h)          to
the extent constituting an Investment, the Credit Parties and their Subsidiaries may make (i) endorsements for collection or deposit
in the Ordinary Course of Business, (ii) extensions of trade credit arising or acquired in the Ordinary Course of Business, (iii)
deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business, and (iv) deposits and pledges constituting
Permitted Liens;


 


(i)          Contingent
Obligations otherwise permitted under Section 5.9;


 


(j)          The
increase in value of any Investment permitted hereby; and


 


(k)          additional
Investments having an aggregate fair market value not exceeding $250,000 at any time outstanding.


 


5.5           Limitation
on Indebtedness.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness, except:


 




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(a)          the
Obligations;


 


(b)          Indebtedness
consisting of Contingent Obligations permitted pursuant to Section 5.9; 


 


(c)          Indebtedness
existing on the Closing Date and set forth in Schedule 5.5 including Permitted Refinancings thereof;


 


(d)          Indebtedness
not to exceed $1,500,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens
permitted by Section 5.1(h) and Permitted Refinancings thereof;


 


(e)          unsecured
intercompany Indebtedness permitted pursuant to Section 5.4(b);


 


(f)          Indebtedness
owing to insurance carriers and incurred to finance insurance premiums of any Credit Party or any of its Subsidiaries in the ordinary
course of business in a principal amount not to exceed at any time the amount of insurance premiums to be paid by such Persons;


 


(g)          to
the extent constituting Indebtedness, netting services, overdraft protections and other like services, in each case incurred in
the Ordinary Course of Business;


 


(h)          Indebtedness
constituting obligations in respect of working capital adjustment requirements, deferred purchase price adjustments, “earn
outs”, indemnities or similar obligations in connection with transactions not otherwise prohibited by the terms hereof;


 


(i)          deferred
Taxes;


 


(j)          Indebtedness
with respect to judgments or awards not constituting an Event of Default;


 


(k)          unsecured
Indebtedness owing to banks or other financial institutions under credit cards to officers and employees for, and constituting,
business related expenses in the Ordinary Course of Business;


 


(l)          Indebtedness
not to exceed $1,500,000 that is assumed in connection with any Permitted Acquisition; provided that such Indebtedness was not
incurred in contemplation of such Permitted Acquisition;


 


(m)          to
the extent constituting Indebtedness, obligations in respect of surety, appeal or similar bonds or instruments provided by the
Credit Parties, in each case, in the Ordinary Course of Business; and


 


(n)          Subordinated
Indebtedness not to exceed $100,000,000 in the aggregate at any time outstanding. 


 


5.6           Employee
Loans and Transactions with Affiliates.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of a Borrower
or of any such Subsidiary, except:


 


(a)          as
expressly permitted by this Agreement; or


 


(b)          in
the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Credit Party or such Subsidiary
upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable
arm’s length transaction with a Person not an Affiliate of a Borrower or such Subsidiary and which are disclosed in writing
to Agent; and


 




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(c)          non-cash
loans or advances made by IGI to employees of Credit Parties that are simultaneously used by such Persons to purchase Stock or
Stock Equivalents of IGI.


 


All such transactions existing as of the Closing
Date are described in Schedule 5.6.


 


5.7           Compensation.


 


No Credit Party shall,
and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of
any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party, except payment
of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director
meetings not to exceed in the aggregate, with respect to all such items, $500,000 in any Fiscal Year of the Borrowers.


 


5.8           Margin
Stock; Use of Proceeds.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion of the Loan proceeds, directly or indirectly,
to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Credit Party or others incurred to purchase
or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement.


 


5.9           Contingent
Obligations.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent
Obligations except in respect of the Obligations and except:


 


(a)          endorsements
for collection or deposit in the Ordinary Course of Business;


 


(b)          Rate
Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation; 


 


(c)          Contingent
Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including
extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive
or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed
or extended;


 


(d)          Contingent
Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance
policies; 


 


(e)          Contingent
Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions
permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 5.2(b); 


 


(f)          Contingent
Obligations arising under Letters of Credit; 


 


(g)          Contingent
Obligations arising under guaranties made in the Ordinary Course of Business of obligations of any Credit Party, which obligations
are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be
subordinated to the same extent; and


 


(h)          other
Contingent Obligations not exceeding $500,000 in the aggregate at any time outstanding.


 




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5.10         Compliance
with ERISA.


 


No ERISA Affiliate
shall cause or suffer to exist (a) any event that could result in the imposition of a Lien on any asset of a Credit Party or a
Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would,
in the aggregate, result in Liabilities in excess of $750,000. No Credit Party shall cause or suffer to exist any event that could
result in the imposition of a Lien with respect to any Benefit Plan.


 


5.11         Restricted
Payments.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution
of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem
or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding or (iii) make any payment or prepayment
of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar
payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above
are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of a Borrower may declare and pay
dividends to a Borrower or any Wholly-Owned Subsidiary of a Borrower, and except that:


 


(a)          IGI
may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents; 


 


(b)          IGI
may declare and make dividend payments or other distributions payable in cash or Cash Equivalents provided all of the following
conditions are satisfied: 


 


(i)          no
Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;


 


(ii)         after
giving effect to such Restricted Payment, the Credit Parties are in compliance on a pro forma basis with the covenants set forth
in Article VI, recomputed for the most recent fiscal month for which financial statements have been delivered (assuming
for such purpose that the levels and amounts, as applicable, required as of any date occurring prior to the date any such covenant
is first required to be tested under Article VI equal the first such level or amount, as applicable, required in connection
with such first test); and 


 


(iii)        immediately
after giving effect to such Restricted Payment, Liquidity is not less than $85,000,000;


 


(c)          in
the event the Borrowers (other than IGI) file a consolidated, combined, unitary or similar type income Tax return with IGI, such
Borrowers may make distributions to IGI to permit IGI to pay federal and state income Taxes then due and payable, franchise Taxes
and other similar licensing expenses incurred in the Ordinary Course of Business provided, that the amount of such distribution
shall not be greater than the amount of such Taxes or expenses that would have been due and payable by such Borrowers and their
relevant Subsidiaries had such Borrowers not filed a consolidated, combined, unitary or similar type return with IGI;


 


(d)          the
Credit Parties may pay directors’ fees and expenses to the extent permitted under Section 5.7; and


 


(e)          the
Credit Parties may pay, as and when due and payable, regularly scheduled payments of interest (only at the non-default rate) in
respect of Subordinated Indebtedness, solely to the extent permitted under the subordination terms with respect thereto.


 




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5.12         Change
in Business; Inactive Subsidiaries; Foreign Subsidiaries.


 


No Credit Party shall,
and no Credit Party shall permit any of its Subsidiaries to, engage in any line of business substantially different from those
lines of business carried on by it on the Closing Date. No Inactive Subsidiary shall incur any Indebtedness, engage in any business
activities or own any Property other than activities and contractual rights incidental to maintenance of its corporate existence.


 


5.13         Change
in Structure.


 


Except as expressly
permitted under Sections 5.3 or 5.16(b), no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries
to, make any material changes in its equity capital structure, issue any Stock or Stock Equivalents or amend any of its Organization
Documents in any material respect and, in each case, in any respect adverse to Agent or Lenders.


 


5.14         Changes
in Accounting, Name or Jurisdiction of Organization.


 


No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment
or reporting practices, except as required by GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters of any
Credit Party or of any consolidated Subsidiary of any Credit Party, (iii) change its name as it appears in official filings
in its jurisdiction of organization or (iv) change its jurisdiction of organization, in the case of clauses (iii) and (iv), without
at least twenty (20) days’ prior written notice to Agent and the acknowledgement of Agent that all actions required by Agent,
including those to continue the perfection of its Liens, have been completed.


 


5.15         Amendments
to Subordinated Indebtedness Documents.


 


No Credit Party shall,
and no Credit Party shall permit any of its Subsidiaries directly or indirectly to, change or amend the terms of any agreement
or instrument governing any Subordinated Indebtedness, except to the extent permitted under the subordination terms with respect
thereto.


 


5.16         Negative
Pledges; Intellectual Property License.


 


(a)          No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party
or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or
Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other
Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter
into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon
any of its assets (including, without limitation, any of its Intellectual Property) in favor of Agent, whether now owned or hereafter
acquired, except in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and
5.1(i) provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted
Liens.


 


(b)          No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, grant or otherwise permit
to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, other than any such Lien that
constitutes a Permitted Lien arising by operation of law; provided that for the purpose of enabling Agent to enforce any Lien held
by it upon any of the Collateral, and to the extent appropriate, in the sole discretion of Agent, to process, ship, produce, store,
manufacture, complete, supply, lease, sell, or otherwise dispose of any of the Collateral, each of the Credit Parties hereby grants
to Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive, worldwide license (exercisable without payment
of royalty or other compensation to any Credit Party) to use, license, or sublicense any of its Intellectual Property, including
in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof.


 




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(c)          No
Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under Section
7.1(k) and (ii) unless, except in the case of Stock or Stock Equivalents issued by IGI, such Stock and Stock Equivalents are
pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and
conditions as the Stock and Stock Equivalents of the Credit Parties pledged to Agent as of the Closing Date. 


 


5.17         OFAC;
Patriot Act.


 


No Credit Party shall,
and no Credit Party shall permit any of its Subsidiaries to fail to comply with the laws, regulations and executive orders referred
to in Sections 3.30 and 3.31.


 


5.18         Sale-Leasebacks.


 


No Credit Party shall,
and no Credit Party shall permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or similar transaction
involving any of its assets.


 


5.19         Hazardous
Materials.


 


No Credit Party shall,
and no Credit Party shall permit any of its Subsidiaries to, cause or suffer to exist any material Release of any Hazardous Material
at, to or from any Real Estate that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise
adversely affect the value or marketability of any Real Estate (whether or not owned by any Credit Party or any Subsidiary of any
Credit Party).


 


5.20         Prepayments
of Other Indebtedness.


 


No Credit Party shall,
directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount
payable in respect of any Indebtedness prior to its scheduled maturity, other than (a) the Obligations, (b) Indebtedness secured
by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in a transaction permitted hereunder,
and (c) a Permitted Refinancing of Indebtedness permitted under Section 5.5(c) or (d).


 


ARTICLE
VI.

FINANCIAL COVENANTS


 


Each Credit Party covenants
and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent
indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


6.1           Fixed
Charge Coverage Ratio. 


 


The Credit Parties
shall not permit the Fixed Charge Coverage Ratio for the twelve fiscal month period ending on the last day of any Fiscal Quarter,
beginning with the Fiscal Quarter ending December 31, 2014, to be less than 1.25:1.00.


 


“Fixed Charge Coverage
Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).


 




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6.2           Minimum
Liquidity.


 


The Credit Parties shall
maintain Liquidity of no less than the greater of $2,000,000 and 20% of the Aggregate Revolving Loan Commitment at all times.


 


ARTICLE
VII.

EVENTS OF DEFAULT


 


7.1           Events
of Default.


 


Any of the following
shall constitute an “Event of Default”:


 


(a)          Non-Payment.
Any Credit Party fails (i) to pay, when and as required to be paid herein, any amount of principal of any Loan (including after
maturity of the Loans) or any L/C Reimbursement Obligation or (ii) to pay, within three (3) days after the same shall become due,
any interest on any Loan or any fee or any other amount payable hereunder or pursuant to any other Loan Document; 


 


(b)          Representation
or Warranty. (i) Any representation, warranty or certification by or on behalf of any Credit Party or any of its Subsidiaries
made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other
statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under
any other Loan Document, shall prove to have been incorrect in any material respect (without duplication of other materiality qualifiers
contained therein) on or as of the date made or deemed made or (ii) any information contained in any Borrowing Base Certificate
is untrue or incorrect in any respect (other than (A) inadvertent, immaterial errors not exceeding $250,000 in the aggregate in
any Borrowing Base Certificate and (B) errors understating the Borrowing Base);


 


(c)          Specific
Defaults. Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section 4.1,
4.2(a), 4.2(b), 4.2(d), 4.3(a), 4.6, 4.9, 4.10, 4.11 or 9.10(b)
or Article V or VI or the Fee Letter.


 


(d)          Other
Defaults. Any Credit Party or Subsidiary of any Credit Party fails to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30)
days after the earlier to occur of (i) the date upon which a Responsible Officer of any Credit Party becomes aware of such default
and (ii) the date upon which written notice thereof is given to the Borrower Representative by Agent or Required Lenders;


 


(e)          Cross-Default.
Any Credit Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than
the Obligations) or Contingent Obligation (other than the Obligations) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than $750,000 when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document
relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other
event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation
(other than Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted
hereunder or earnouts permitted hereunder), if the effect of such failure, event or condition is to cause, or to permit the holder
or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated
maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash
collateral in respect thereof to be demanded; 


 




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(f)          Insolvency;
Voluntary Proceedings. A Borrower, individually, ceases or fails, or the Credit Parties and their Subsidiaries on a consolidated
basis, cease or fail, to be Solvent, or any Credit Party or any Subsidiary of any Credit Party: (i) generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated
maturity or otherwise; (ii) except as expressly permitted under Section 5.3, voluntarily ceases to conduct its business
in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate
or authorize any of the foregoing; 


 


(g)          Involuntary
Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Credit Party or any Subsidiary of
any Credit Party, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against any such
Person’s Properties with a value in excess of $500,000 individually or in the aggregate and any such proceeding or
petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released,
vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) any Credit Party or Subsidiary of any Credit
Party admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar
order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) any Credit Party or any Subsidiary of any Credit Party
acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor),
or other similar Person for itself or a substantial portion of its Property or business; 


 


(h)          Monetary
Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any
one or more of the Credit Parties or any of their respective Subsidiaries involving in the aggregate a liability of $750,000
or more (excluding amounts covered by insurance to the extent the relevant independent third party insurer has not denied coverage
therefor), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of sixty (60) days after the
entry thereof; 


 


(i)          Non-Monetary
Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the Credit Parties
or any of their respective Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; 


 


(j)          Collateral.
Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit
Party or any Subsidiary of any Credit Party party thereto or any Credit Party or any Subsidiary of any Credit Party shall so state
in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason
(other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered
thereby or such security interest shall for any reason cease to be a perfected and first priority security interest subject only
to Permitted Liens, except to the extent that any such loss of perfection or priority results from the failure of Agent to maintain
possession of certificates actually delivered to it representing securities pledged under the Loan Documents or to file Uniform
Commercial Code continuation statements;


 


(k)          Ownership.
(i) Any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) shall acquire ownership, directly or indirectly, beneficially or of record,
of Stock of IGI representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Stock
of IGI; or (ii) IGI ceases to own one hundred percent (100%) of the issued and outstanding Stock and Stock Equivalents of Igen;
or (iii) Igen ceases to own one hundred percent (100%) of the issued and outstanding Stock and Stock Equivalents of IGI Labs, in
each instance in clauses (ii) and (iii), free and clear of all Liens, rights, options, warrants or other similar agreements or
understandings, other than Liens in favor of Agent, for the benefit of the Secured Parties;


 




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(l)          Damage;
Casualty. Any event occurs, whether or not insured or insurable, as a result of which revenue-producing activities cease or
are substantially curtailed at facilities of the Credit Parties generating more than 35% of the Borrowers’
consolidated revenues for the Fiscal Year preceding such event and such cessation or curtailment continues for more than thirty
(30) days; 


 


(m)          Material
Agreements. Any material default or breach by any Borrower occurs and is continuing under, or there occurs any termination
for any reason of, any agreement in which (A) the Credit Parties and/or their Subsidiaries are obligated to make payments in any
twelve month period of $500,000 or more, (B) the Credit Parties and/or their Subsidiaries expect to receive revenue in any twelve
month period of $500,000 or more or (C) a material default thereunder, material breach thereof or termination thereof could reasonably
be expected to result in a Material Adverse Effect; 


 


(n)          FDA
Matters. (i) The FDA or any other Governmental Authority initiates enforcement action against any Credit Party or any of its
Subsidiaries, or any suppliers that causes such Credit Party or Subsidiary to recall, withdraw, remove or discontinue marketing
any of its Products the result of which could reasonably be expected to result in aggregate liability and expense to the Credit
Parties and their Subsidiaries of $1,000,000 or more or would reasonably be expected to have a Material Adverse Effect; (ii) the
FDA or any other Governmental Authority issues a warning letter to any Credit Party or any of its Subsidiaries with respect to
any Regulatory Matter which if not resolved would reasonably be expected, in the aggregate, to have a Material Adverse Effect;
(iii) any Credit Party or any of its Subsidiaries conducts a mandated or voluntary recall which could reasonably be expected to
result in aggregate liability and expense to the Credit Parties and their Subsidiaries of $1,000,000
or more; or (iv) any Credit Party or any of its Subsidiaries enters into a settlement agreement with the FDA or any other Governmental
Authority that results in aggregate liability as to any single or related series of transactions, incidents or conditions, of $1,000,000
or more, or that would reasonably be expected to have a Material Adverse Effect; or.


 


(o)          Invalidity
of Subordination Provisions. The subordination provisions of any agreement or instrument governing any Subordinated Indebtedness
shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest
in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the
Obligations, for any reason shall not have the priority contemplated by this Agreement or such subordination provisions.


 


7.2           Remedies.


 


Upon the occurrence
and during the continuance of any Event of Default, Agent may, and shall at the request of the Required Lenders:


 


(a)          declare
all or any portion of any one or more of the Commitments of each Lender to make Loans or of the L/C Issuer to Issue Letters of
Credit to be suspended or terminated, whereupon all or such portion of such Commitments shall forthwith be suspended or terminated;



 


(b)          declare
all or any portion of the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable; without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; and/or


 


(c)          exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable
law;


 


provided, however, that
upon the occurrence of any event specified in Section 7.1(f) or 7.1(g) above (in the case of clause (i) of
Section 7.1(g) upon the expiration of the sixty (60) day period mentioned therein), the obligation of each Lender to make
Loans and the obligation of the L/C Issuer to Issue Letters of Credit shall automatically terminate and the unpaid principal amount
of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further
act of Agent, any Lender or the L/C Issuer.


 




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7.3           Rights
Not Exclusive.


 


The rights provided
for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges
or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.


 


7.4           Cash
Collateral for Letters of Credit.


 


If an Event of Default
has occurred and is continuing, this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason or if otherwise
required by the terms hereof, Agent may, and upon request of Required Lenders, shall, demand (which demand shall be deemed to have
been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2),
and the Borrowers shall thereupon deliver to Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled
thereto, an amount of cash equal to 105% of the amount of L/C Reimbursement Obligations as additional collateral security for Obligations.
Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’
Obligations. The remaining balance of the cash collateral will be returned to the Borrowers when all Letters of Credit have been
terminated or discharged, all Commitments have been terminated and all Obligations have been paid in full in cash.


 


ARTICLE
VIII.

THE AGENT


 


8.1           Appointment
and Duties.


 


(a)          Appointment
of Agent. Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor Agent pursuant to Section
8.9) as Agent hereunder and authorizes Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its
behalf from any Credit Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the
duties as are expressly delegated to Agent under such Loan Documents and (iii) exercise such powers as are incidental thereto.



 


(b)          Duties
as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, Agent shall have the sole and
exclusive right and authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing
and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with
the Loan Documents (including in any proceeding described in Section 7.1(f) or 7.1(g) or any other bankruptcy, insolvency or similar
proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized
to make such payment to Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of
the Secured Parties with respect to any Obligation in any proceeding described in Section 7.1(f) or 7.1(g) or any other bankruptcy,
insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (iii) act as collateral
agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated
therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable
to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may
be otherwise specified in any Loan Document, exercise all remedies given to Agent and the other Secured Parties with respect to
the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment,
consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or
waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent
for Agent, the Lenders and the L/C Issuers for purposes of the perfection of Liens with respect to any deposit account maintained
by a Credit Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer, and may further authorize and direct
the Lenders and the L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise
to transfer the Collateral subject thereto to Agent, and each Lender and L/C Issuer hereby agrees to take such further actions
to the extent, and only to the extent, so authorized and directed.


 




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(c)          Limited
Duties. Under the Loan Documents, Agent (i) is acting solely on behalf of the Secured Parties (except to the limited extent
provided in Section 1.4(b) with respect to the Register), with duties that are entirely administrative in nature, notwithstanding
the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent”
and similar terms in any Loan Document to refer to Agent, which terms are used for title purposes only, (ii) is not assuming any
obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for
any Lender, L/C Issuer or any other Person and (iii) shall have no implied functions, responsibilities, duties, obligations or
other liabilities under any Loan Document, and each Secured Party, by accepting the benefits of the Loan Documents, hereby waives
and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses
(i) through (iii) above.


 


8.2           Binding
Effect.


 


Each Secured Party,
by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Agent or the Required Lenders (or, if expressly
required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action
taken by Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii)
the exercise by Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or
therein, together with such other powers as are incidental thereto, shall be authorized and binding upon all of the Secured Parties.


 


8.3           Use
of Discretion.


 


(a)          Agent
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other
Loan Documents); provided, that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law.


 


(b)          Agent
shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to any Credit Party or its Affiliates that is communicated to or obtained
by Agent or any of its Affiliates in any capacity.


 


(c)          Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with
the Loan Documents for the benefit of all the Lenders and the L/C Issuer; provided that the foregoing shall not prohibit (i) Agent
from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder
and under the other Loan Documents, (ii) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely
in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in
accordance with Section 9.11 or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided
further that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (A) the Required
Lenders shall have the rights otherwise ascribed to Agent pursuant to Section 7.2 and (B) in addition to the matters set
forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 9.11, any Lender
may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required
Lenders.


 




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8.4           Delegation
of Rights and Duties.


 


Agent may, upon any
term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any
of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact
and any other Person (including any Secured Party). Any such Person shall benefit from this Article VIII to the extent provided
by Agent.


 


8.5           Reliance
and Liability.


 


(a)          Agent
may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned
in accordance with Section 9.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with
any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors
to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including
those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine
and transmitted, signed or otherwise authenticated by the appropriate parties.


 


(b)          None
of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection
with any Loan Document, and each Secured Party, each Borrower and each other Credit Party hereby waive and shall not assert (and
each of the Borrowers shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action
based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Agent
or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction)
in connection with the duties expressly set forth herein. Without limiting the foregoing, Agent:


 


(i)          shall
not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required
Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers
and directors of Agent, when acting on behalf of Agent); 


 


(ii)         shall
not be responsible to any Lender, L/C Issuer or other Person for the due execution, legality, validity, enforceability, effectiveness,
genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created
under or in connection with, any Loan Document;


 


(iii)        makes
no warranty or representation, and shall not be responsible, to any Lender, L/C Issuer or other Person for any statement, document,
information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Person of any Credit
Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect
to any Credit Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted
to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the
scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and


 




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(iv)        shall
not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether
any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Credit Party or as to
the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed
to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower Representative,
any Lender or L/C Issuer describing such Default or Event of Default clearly labeled “notice of default” (in which
case Agent shall promptly give notice of such receipt to all Lenders);


 


and, for each of the
items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer, each Borrower and each other Credit Party
hereby waives and agrees not to assert any right, claim or cause of action it might have against Agent based thereon.


 


(c)          Each
Lender and L/C Issuer (i) acknowledges that it has performed and will continue to perform its own diligence and has made and will
continue to make its own independent investigation of the operations, financial conditions and affairs of the Credit Parties and
(ii) agrees that is shall not rely on any audit or other report provided by Agent or its Related Persons (each, an “Agent
Report”). Each Lender and L/C Issuer further acknowledges that any Agent Report (i) is provided to the Lenders and L/C Issuers
solely as a courtesy, without consideration, and based upon the understanding that such Lender or L/C Issuer will not rely on such
Agent Report, (ii) was prepared by Agent or its Related Persons based upon information provided by the Credit Parties solely for
Agent’s own internal use, (iii) may not be complete and may not reflect all information and findings obtained by Agent or
its Related Persons regarding the operations and condition of the Credit Parties. Neither Agent nor any of its Related Persons
makes any representations or warranties of any kind with respect to (i) any existing or proposed financing, (ii) the accuracy or
completeness of the information contained in any Agent Report or in any related documentation, (iii) the scope or adequacy of Agent’s
and its Related Persons’ due diligence, or the presence or absence of any errors or omissions contained in any Agent Report
or in any related documentation, and (iv) any work performed by Agent or Agent’s Related Persons in connection with or using
any Agent Report or any related documentation.


 


(d)          
Neither Agent nor any of its Related Persons shall have any duties or obligations in connection with or as a result of any Lender
or L/C Issuer receiving a copy of any Agent Report. Without limiting the generality of the forgoing, neither Agent nor any of its
Related Persons shall have any responsibility for the accuracy or completeness of any Agent Report, or the appropriateness of any
Agent Report for any Lender’s or L/C Issuer’s purposes, and shall have no duty or responsibility to correct or update
any Agent Report or disclose to any Lender or L/C Issuer any other information not embodied in any Agent Report, including any
supplemental information obtained after the date of any Agent Report. Each Lender and L/C Issuer releases, and agrees that it will
not assert, any claim against Agent or its Related Persons that in any way relates to any Agent Report or arises out of any Lender
or L/C Issuer having access to any Agent Report or any discussion of its contents, and agrees to indemnify and hold harmless Agent
and its Related Persons from all claims, liabilities and expenses relating to a breach by any Lender or L/C Issuer arising out
of such Lender’s or L/C Issuer’s access to any Agent Report or any discussion of its contents.


 




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8.6           Agent
Individually.


 


Agent and its Affiliates
may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any kind of business with,
any Credit Party or Affiliate thereof as though it were not acting as Agent and may receive separate fees and other payments therefor.
To the extent Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise
the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms
“Lender”, “Revolving Lender”, “Required Lender” and any similar terms shall, except where otherwise
expressly provided in any Loan Document, include, without limitation, Agent or such Affiliate, as the case may be, in its individual
capacity as Lender, Revolving Lender or as one of the Required Lenders, respectively.


 


8.7           Lender
Credit Decision.


 


(a)          Each
Lender and each L/C Issuer acknowledges that it shall, independently and without reliance upon Agent, any Lender or L/C Issuer
or any of their Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication
of the Loans) solely or in part because such document was transmitted by Agent or any of its Related Persons, conduct its own independent
investigation of the financial condition and affairs of each Credit Party and make and continue to make its own credit decisions
in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction
contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for
documents expressly required by any Loan Document to be transmitted by Agent to the Lenders or L/C Issuers, Agent shall not have
any duty or responsibility to provide any Lender or L/C Issuer with any credit or other information concerning the business, prospects,
operations, Property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party
that may come in to the possession of Agent or any of its Related Persons.


 


(b)          If
any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning the Credit Parties or their Affiliates, such Lender
or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Credit Parties will, from time to time, make available
syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the Loans to the
credit contact(s) identified for receipt of such information on the Lender’s administrative questionnaire who are able to
receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s compliance policies
and contractual obligations and applicable law, including federal and state securities laws; provided, that if such contact is
not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one
(1) Business Day) provide such a contact to Agent and the Credit Parties upon request therefor by Agent or the Credit Parties.
Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges
that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Credit
Parties or their Affiliates.


 


8.8           Expenses;
Indemnities; Withholding.


 


(a)          Each
Lender agrees to reimburse Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon
demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and other
advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by Agent or any of its Related
Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or
enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring
or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for
document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities
under, any Loan Document.


 




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(b)          Each
Lender further agrees to indemnify Agent, each L/C Issuer and each of their respective Related Persons (to the extent not reimbursed
by any Credit Party), severally and ratably, from and against Liabilities (including, to the extent not indemnified pursuant to
Section 8.8(c), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments
made to or for the account of any Lender) that may be imposed on, incurred by or asserted against Agent, any L/C Issuer or any
of their respective Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan
Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document,
or, in each case, any action taken or omitted to be taken by Agent, any L/C Issuer or any of their respective Related Persons under
or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Agent, any L/C Issuer or any of their
respective Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct
of such Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.


 


(c)          To
the extent required by any Requirement of Law, Agent may withhold from any payment to any Lender under a Loan Document an amount
equal to any applicable withholding Tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code).
If the IRS or any other Governmental Authority asserts a claim that Agent did not properly withhold Tax from amounts paid to or
for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails
to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such
Lender failed to notify Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction
of, withholding Tax ineffective, failed to maintain a Participant Register or for any other reason), or Agent reasonably determines
that it was required to withhold Taxes from a prior payment but failed to do so, such Lender shall promptly indemnify Agent fully
for all amounts paid, directly or indirectly, by Agent as Tax or otherwise, including penalties and interest, and together with
all expenses incurred by Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Agent may offset
against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any
prior payment to such Lender but which was not so withheld, as well as any other amounts for which Agent is entitled to indemnification
from such Lender under this Section 8.8(c).


 


8.9         Resignation
of Agent or L/C Issuer.


 


(a)          Agent
may resign at any time by delivering notice of such resignation to the Lenders and the Borrower Representative, effective on the
date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance
with the terms of this Section 8.9. If Agent delivers any such notice, the Required Lenders shall have the right to appoint
a successor Agent. If, after 30 days after the date of the retiring Agent’s notice of resignation, no successor Agent has
been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent from among the Lenders. Each appointment under this clause (a) shall be subject to the prior consent
of the Borrower Representative, which may not be unreasonably withheld but shall not be required during the continuance of an Event
of Default. 


 


(b)          Effective
immediately upon its resignation, (i) the retiring Agent shall be discharged from its duties and obligations under the Loan Documents,
(ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment
hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document
other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been,
validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Agent shall
take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents.
Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to, and become vested
with, all the rights, powers, privileges and duties of the retiring Agent under the Loan Documents.


 




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(c)          Any
L/C Issuer may refuse to Issue a Letter of Credit in its sole discretion.


 


8.10       Release
of Collateral or Guarantors.


 


Each Lender and L/C
Issuer hereby consents to the release and hereby directs Agent to release (or, in the case of clause (b)(ii) below, release
or subordinate) the following:


 


(a)          any
Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned
by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver
or consent); and 


 


(b)          any
Lien held by Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise
disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent), (ii)
any Property subject to a Lien permitted hereunder in reliance upon Section 5.1(h) or 5.1(i) and (iii) all of the
Collateral and all Credit Parties, upon (A) termination of the Revolving Loan Commitments, (B) payment and satisfaction in full
of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents, (C) deposit of cash collateral
with respect to all contingent Obligations (or, as an alternative to cash collateral in the case of any Letter of Credit Obligation,
receipt by Agent of a back-up letter of credit), in amounts and on terms and conditions and with parties satisfactory to Agent
and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations)
as to which no claim has been asserted) and (D) to the extent requested by Agent, receipt by Agent and the Secured Parties of liability
releases from the Credit Parties each in form and substance acceptable to Agent.


 


Each Lender and L/C Issuer
hereby directs Agent, and Agent hereby agrees, upon receipt of at least five (5) Business Days’ advance notice from the Borrower
Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the
guaranties and Liens when and as directed in this Section 8.10.


 


8.11         Additional
Secured Parties.


 


The benefit of the
provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available
to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party
agrees, as among Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Agent, shall confirm
such agreement in a writing in form and substance acceptable to Agent) this Article VIII and Sections 9.3, 9.9,
9.10, 9.11, 9.17, 9.24 and 10.1 (and, solely with respect to L/C Issuers, Section 1.1(c))
and the decisions and actions of Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a
greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however,
that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 8.8 only to the extent of Liabilities,
costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which
case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept,
(b) each of Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard
to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding,
is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without
any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise set forth herein, such Secured Party
shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted
in respect of the Collateral or under any Loan Document.


 




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ARTICLE
IX.

MISCELLANEOUS


 


9.1         Amendments
and Waivers.


 


(a)          No
amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure
by any Credit Party therefrom, shall be effective unless the same shall be in writing and signed by Agent, the Required Lenders
(or by Agent with the consent of the Required Lenders), and the Borrowers, and then such waiver shall be effective only in the
specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Lenders directly affected thereby (or by Agent with the consent of all the Lenders directly
affected thereby), in addition to Agent and the Required Lenders (or by Agent with the consent of the Required Lenders) and the
Borrowers, do any of the following:


 


(i)          increase
or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.2(a));


 


(ii)         postpone
or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other
amounts (other than principal) due to the Lenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for
the avoidance of doubt, mandatory prepayments pursuant to Section 1.8 may be postponed, delayed, reduced, waived or modified
with the consent of Required Lenders);


 


(iii)        reduce
the principal of, or the rate of interest specified herein or the amount of interest payable in cash specified herein on any Loan,
or of any fees or other amounts payable hereunder or under any other Loan Document, including L/C Reimbursement Obligations;


 


(iv)        amend
or modify Section 1.10(c);


 


(v)         change
the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders
or any of them to take any action hereunder;


 


(vi)        amend
this Section 9.1 (other than Section 9.1(c)) or, subject to the terms of this Agreement, the definition of Required Lenders
or any provision providing for consent or other action by all Lenders; or


 


(vii)       discharge
any Credit Party from its respective payment Obligations under the Loan Documents, or release all or substantially all of the Collateral,
except as otherwise may be provided in this Agreement or the other Loan Documents;


 


it being agreed that
all Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses
(v), (vi) and (vii).


 


(b)          Notwithstanding
anything set forth herein to the contrary, no amendment, waiver or consent shall, unless in writing and signed by Agent or the
L/C Issuer, as the case may be, in addition to the Required Lenders or all Lenders directly affected thereby, as the case may be
(or by Agent with the consent of the Required Lenders or all the Lenders directly affected thereby, as the case may be), affect
the rights or duties of Agent or the L/C Issuer, as applicable, under this Agreement or any other Loan Document.


 




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(c)          Notwithstanding
anything set forth herein to the contrary, no amendment or waiver shall, unless signed by Agent and Required Lenders (or
by Agent with the consent of Required Lenders): (i) amend or waive compliance with the conditions precedent to the obligations
of Lenders to make any Revolving Loan (or of L/C Issuer to Issue any Letter of Credit) in Section 2.2; or (ii) waive any
Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of Lenders to make any Revolving
Loan (or of any L/C Issuer to Issue any Letter of Credit) in Section 2.2; or (iii) amend or modify the definitions of Eligible
Accounts or Borrowing Base, including any increase in the percentage advance rates in the definition of Borrowing Base, in
a manner which would increase the availability of credit under the Revolving Loan. No amendment or waiver shall, unless signed
by Agent and all Revolving Lenders (or by Agent with the consent of all Revolving Lenders) in addition to the Required Lenders
(or by Agent with the consent of the Required Lenders), (x) amend or waive this Section 9.1(c) or the definitions of the
terms used in this Section 9.1(c) insofar as the definitions affect the substance of this Section 9.1(c); (y) change
(i) the percentage of Lenders which shall be required for Revolving Lenders to take any action hereunder or (ii) any specific right
of Required Lenders to grant or withhold consent or take or omit to take any action hereunder.


 


(d)          Notwithstanding
anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect
to any Loan Document or constitute a “Lender” or a “Revolving Lender” (or be, or have its Loans and Commitments,
included in the determination of “Required Lenders” or “Lenders directly affected” pursuant to this Section
9.1) for any voting or consent rights under or with respect to any Loan Document, except that a Non-Funding Lender shall be
treated as an “affected Lender” for purposes of Section 9.1(a)(i) and 9.1(a)(iii) solely with respect
to an increase in such Non-Funding Lender’s Commitments, a reduction of the principal amount owed to such Non-Funding Lender
or, unless such Non-Funding Lender is treated the same as the other Lenders holding Loans of the same type, a reduction in the
interest rates applicable to the Loans held by such Non-Funding Lender. Moreover, for the purposes of determining Required Lenders,
the Loans and Commitments held by Non-Funding Lenders shall be excluded from the total Loans and Commitments outstanding. 


 


(e)          Notwithstanding
anything herein to the contrary, (i) Borrowers may amend Schedules 3.19 and 3.21 upon notice to Agent, (ii) Agent
may amend Schedule 1.1(b) to reflect increases pursuant to Revolving Loan Commitment Increase Requests and Incremental Facilities
and Sales entered into pursuant to Section 9.9, and (iii) Agent and Borrowers may amend or modify this Agreement and any
other Loan Document to (1) cure any ambiguity, omission, defect or inconsistency therein, (2) grant a new Lien for the benefit
of the Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties or join additional
Persons as Credit Parties, and (3) add one or more Incremental Facilities to this Agreement pursuant to Section 1.1(e) and to permit
the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share
ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees
in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of Required Lenders;
provided that no Accounts of such Person shall be included as Eligible Accounts until a field examination with respect thereto
has been completed to the satisfaction of Agent, including the establishment of Reserves required in Agent’s Permitted Discretion.



 


9.2           Notices.


 


(a)          Addresses.
All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless
otherwise expressly specified herein, and (i) addressed to the address set forth on the applicable signature page hereto, (ii)
posted to Syndtrak® (to the extent such system is available and set up by or at the direction of Agent prior to posting) in
an appropriate location by uploading such notice, demand, request, direction or other communication to www.syndtrak.com or using
such other means of posting to Syndtrak® as may be available and reasonably acceptable to Agent prior to such posting, (iii)
posted to any other E-System approved by or set up by or at the direction of Agent or (iv) addressed to such other address as shall
be notified in writing (A) in the case of the Borrowers and Agent, to the other parties hereto and (B) in the case of all other
parties, to the Borrower Representative and Agent. Transmissions made by electronic mail or E-Fax to Agent shall be effective only
(x) for notices where such transmission is specifically authorized by this Agreement, (y) if such transmission is delivered in
compliance with procedures of Agent applicable at the time and previously communicated to the Borrower Representative, and (z)
if receipt of such transmission is acknowledged by Agent.  


 




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(b)          Effectiveness.



 


(i) All communications
described in clause (a) above and all other notices, demands, requests and other communications made in connection with
this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if
delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (iii) if delivered by mail,
three (3) Business Days after deposit in the mail, (iv) if delivered by facsimile (other than to post to an E-System
pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission,
and (v) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access to
such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided,
however, that no communications to Agent pursuant to Article I shall be effective until received by Agent.


 


(ii)         The
posting, completion and/or submission by any Credit Party of any communication pursuant to an E-System shall constitute a representation
and warranty by the Credit Parties that any representation, warranty, certification or other similar statement required by the
Loan Documents to be provided, given or made by a Credit Party in connection with any such communication is true, correct and complete
except as expressly noted in such communication or E-System.


 


(c)          Each
Lender shall notify Agent in writing of any changes in the address to which notices to such Lender should be directed, of addresses
of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative
information as Agent shall reasonably request.


 


9.3         Electronic
Transmissions.


 


(a)          Authorization.
Subject to the provisions of Section 9.2(a), each of Agent, Lenders, each Credit Party and each of their Related Persons,
is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions
in connection with any Loan Document and the transactions contemplated therein. Each Credit Party and each Secured Party hereto
acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated
with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby
authorizing the transmission of Electronic Transmissions.


 


(b)          Signatures.
Subject to the provisions of Section 9.2(a), (i)(A) no posting to any E-System shall be denied legal effect merely because
it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement
for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”,
in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions
Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing
such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature
may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which
Agent, each Secured Party and each Credit Party may rely and assume the authenticity thereof, (iii) each such posting containing
a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight
as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability
of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring
certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s
right to contest whether any posting to any E-System or E-Signature has been altered after transmission.


 




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(c)          Separate
Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section
9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and
privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by
Agent and Credit Parties in connection with the use of such E-System.


 


(d)          LIMITATION
OF LIABILITY. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”.
NONE OF AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC
TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY AGENT, ANY LENDER
OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. Each Borrower,
each other Credit Party executing this Agreement and each Secured Party agrees that Agent has no responsibility for maintaining
or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise
required for any E-System.


 


9.4         No
Waiver; Cumulative Remedies.


 


No failure to exercise
and no delay in exercising, on the part of Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing between any Credit
Party, any Affiliate of any Credit Party, Agent or any Lender shall be effective to amend, modify or discharge any provision of
this Agreement or any of the other Loan Documents.


 


9.5           Costs
and Expenses.


 


Any action taken
by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent
or Required Lenders, shall be at the expense of such Credit Party, and neither Agent nor any other Secured Party shall be required
under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided
therein. In addition, the Borrowers agree to pay or reimburse upon demand (a) Agent for all reasonable and documented out-of-pocket
costs and expenses incurred by it or any of its Related Persons, in connection with the investigation, development, preparation,
negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any
Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation
and administration of any transaction contemplated therein, in each case including Attorney Costs of Agent (limited to one firm
of attorneys and such additional local and regulatory counsel as may be reasonably necessary, subject to customary exceptions for
conflicts of interest), the cost of environmental audits, insurance reviews, Collateral audits and appraisals, background checks
and similar expenses, (b) Agent for all reasonable and documented costs and expenses incurred by it or any of its Related Persons
in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition
to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Agent for its examiners),
(c) each of Agent, its Related Persons, and L/C Issuer for all costs and expenses incurred in connection with (i) any refinancing
or restructuring of the credit arrangements provided hereunder, (ii) the enforcement or preservation of any right or remedy under
any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement,
defense, conduct of, intervention in, or the taking of any other action (including, without limitation, preparation for and/or
response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy
or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation, including
Attorney Costs and (d) fees and disbursements of Attorney Costs of one law firm on behalf of all Lenders (other than Agent) incurred
in connection with any of the matters referred to in clause (c) above.


 




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9.6          Indemnity.


 


(a)          Each
Credit Party agrees to indemnify, hold harmless and defend Agent, each Lender, each L/C Issuer and each of their respective Related
Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions,
fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating
to or arising out of, in connection with or as a result of (i) any Loan Document, any Obligation (or the repayment thereof), any
Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit or any securities filing
of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual
Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any
Credit Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into
in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or
other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors
(and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a
party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory
thereof, including common law, equity, contract, tort or otherwise, (iv) any Loan or Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (v) any
other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified
Matters”); provided, however, that no Credit Party shall have any liability under this Section 9.6 to any Indemnitee
with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other
than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful
misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.
Furthermore, each Borrower and each other Credit Party executing this Agreement waives and agrees not to assert against any Indemnitee,
and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect
to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. This Section 9.6(a) shall not apply
with respect to Taxes other than any Taxes that represent Liabilities arising from any non-Tax claim. 


 


(b)          Without
limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from,
or otherwise involving, any Property of any Credit Party or any Related Person of any Credit Party or any actual, alleged or prospective
damage to Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on,
upon or into such Property or natural resource or any Property on or contiguous to any Real Estate of any Credit Party or any Related
Person of any Credit Party, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant
to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Credit Party or any Related Person of any
Credit Party or the owner, lessee or operator of any Property of any Related Person through any foreclosure action, in each case
except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Agent or following Agent or
any Lender having become the successor-in-interest to any Credit Party or any Related Person of any Credit Party and (ii) are attributable
solely to acts of such Indemnitee.


 




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9.7         Marshaling;
Payments Set Aside.


 


No Secured Party
shall be under any obligation to marshal any Property in favor of any Credit Party or any other Person or against or in payment
of any Obligation. To the extent that any Secured Party receives a payment from a Borrower, from any other Credit Party, from the
proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is
subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such
payment had not occurred.


 


9.8         Successors
and Assigns.


 


The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns;
provided that any assignment by any Lender shall be subject to the provisions of Section 9.9, and provided further that
no Borrower or other Credit Party may assign or transfer any of its rights or obligations under this Agreement or any other Loan
Document without the prior written consent of Agent and each Lender.


 


9.9         Assignments
and Participations; Binding Effect.


 


(a)          Binding
Effect. This Agreement shall become effective when it shall have been executed by the Borrowers, the other Credit Parties signatory
hereto and Agent and when Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall
be binding upon and inure to the benefit of, but only to the benefit of, the Borrowers, the other Credit Parties hereto (in each
case except for Article VIII), Agent, each Lender and each L/C Issuer receiving the benefits of the Loan Documents
and, to the extent provided in Section 8.11, each other Secured Party and, in each case, their respective successors and
permitted assigns. Except as expressly provided in any Loan Document (including in Section 8.9), none of any Borrower,
any other Credit Party, any L/C Issuer or Agent shall have the right to assign any rights or obligations hereunder or any interest
herein.


 


(b)          Right
to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations
hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit)
to 


 


(i) any existing Lender
(other than a Non-Funding Lender or Impacted Lender);


 


(ii) any Affiliate or
Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender); or


 


(iii) any other Person
acceptable (which acceptance shall not be unreasonably withheld or delayed) to Agent and, with respect to Sales of Revolving Loan
Commitments, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the Borrower Representative (which
acceptances shall be deemed to have been given unless an objection is delivered to Agent within five (5) Business Days after notice
of a proposed sale is delivered to Borrower Representative) (each an “Eligible Assignee”); provided, however, that:


 




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(A) such Sales must be
ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans;


 


(B) for each Loan, the
aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments
and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made
to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates
and Approved Funds) entire interest in such facility or is made with the prior consent of the Borrower Representative (to the extent
required) and Agent;


 


(C) such Sales shall
be effective only upon the acknowledgement in writing of such Sale by Agent;


 


(D) interest accrued
prior to and through the date of any such Sale may not be assigned; and


 


(E) such Sales by Lenders
who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to Agent’s
prior written consent in all instances, unless in connection with such Sale, such Non-Funding Lender cures, or causes the cure
of, its Non-Funding Lender status as contemplated in Section 1.11(e)(v).


 


Agent’s refusal to accept a Sale
to a Credit Party, an Affiliate of a Credit Party, a holder of subordinated debt or an Affiliate of such a holder, or to any Person
that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations
on voting) upon Sales to such Persons, shall not be deemed to be unreasonable.


 


(c)          Procedure.
The parties to each Sale made in reliance on clause (b) above (and excluding those described in clause (e), (f)
or (g) below) shall execute and deliver to Agent an Assignment via an electronic settlement system designated by
Agent (or, if previously agreed with Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together
with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any Tax forms required to
be delivered pursuant to Section 10.1 and payment of an assignment fee in the amount of $3,500 to Agent, unless waived
or reduced by Agent; provided, that (i) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender,
then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Lender is made to an assignee that is
not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such
Assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale (unless waived or reduced by Agent).
Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is made in accordance with clause
(iii) of Section 9.9(b), upon Agent (and the Borrower Representative, if applicable) consenting to such Assignment,
from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the
information contained in such Assignment.


 


(d)          Effectiveness.
Subject to the recording of an Assignment by Agent in the Register pursuant to Section 1.4(b), (i) the assignee thereunder
shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such
assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred
to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this
Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination
of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other
than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all
or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease
to be a party hereto). 


 




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(e)          Grant
of Security Interests. In addition to the other rights provided in this Section 9.9, each Lender may grant a security
interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired
(including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A
of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of the holders of,
such Lender’s Indebtedness or equity securities, by notice to Agent; provided, however, that no such holder or trustee, whether
because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance
with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of
any of its obligations hereunder.


 


(f)          Participants
and Grant of Option to Fund to SPVs. In addition to the other rights provided in this Section 9.9, each Lender may,
(x) with notice to Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required
to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation
of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to
any Obligation and (y) without notice to or consent from Agent or the Borrowers, sell participations to one or more Persons
in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with
respect to the Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document
or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to
commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation
of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties
and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue
to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant
and SPV shall be entitled to the benefit of Article X, but, with respect to Section 10.1, only to the extent such
participant or SPV delivers the Tax forms such Lender is required to collect pursuant to Section 10.1(g) and then only to
the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation except to the
extent such entitlement to receive a greater amount results from any change in, or in the interpretation of, any Requirement of
Law that occurs after the date such grant or participation is made and (B) each such SPV may receive other payments that would
otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement
and set forth in a notice provided to Agent by such SPV and such Lender, provided, however, that in no case (including pursuant
to clause (A) or (B) above) shall an SPV granted an option pursuant to this clause (f) or participant have
the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required
(either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers
or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have
under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for
those described in clauses (ii) and (iii) of Section 9.1(a) with respect to amounts, or dates fixed for payment
of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described
in clause (vi) of Section 9.1(a). 


 




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(g)          Assignments
to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 9.9, each Lender that is an Affiliate
of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person
and without compliance with any limitation or procedure specified in subsection 9.9(b) or 9.9(c)), sell, transfer,
negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Revolving Loans (including
any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice
to Agent, assign such Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests
in any Revolving Loans to the Lender holding the related Loan Commitment; provided, however, that, whether as a result
of any term of any Loan Document or of such Sale, no such SPV shall have a commitment, or be deemed to have made an offer to commit,
to make Revolving Loans hereunder, and none shall be liable for any obligation of such Lender hereunder. In the case of any Sale
pursuant to this clause (g), any assignee SPV shall have all the rights of a Lender hereunder, including the rights described
in Section 8.3(c) and the right to receive all payments with respect to the assigned Obligations. Each such SPV shall be
entitled to the benefit of Section 10.1 only to the extent such SPV delivers the tax forms the assigning Lender is required
to collect pursuant to subsection 10.1(f). 


 


(h)          No
party hereto shall institute (and the Borrowers shall cause each other Credit Party not to institute) against any SPV that funds
or purchases any Obligation pursuant to clauses (f) or (g) any bankruptcy, reorganization, insolvency, liquidation
or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper
of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any
Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including
a failure to be reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination
of the Commitments and the payment in full of the Obligations. In addition, notwithstanding anything to the contrary contained
in this Section 9.9, any SPV may disclose on a confidential basis any non-public information relating to its Loans to any
rating agency rating the obligations of such SPV. For the avoidance of doubt, an SPV that is a trust formed by or at the direction
of a Lender or an Affiliate of a Lender, as depositor, shall be deemed to be an Affiliate of such Lender. Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it
enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest
in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any
information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any
Loan Document) to any Person other than Agent except to the extent that such disclosure is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, Agent shall have no responsibility for maintaining a Participant Register.


 


9.10       Non-Public
Information; Confidentiality.


 


(a)          Non-Public
Information. Each of Agent, each Lender and L/C Issuer acknowledges and agrees that it may receive material non-public information
(“MNPI”) hereunder concerning the Credit Parties and their Affiliates and agrees to use such information in compliance
with all relevant policies, procedures and applicable Requirements of Laws (including United States federal and state security
laws and regulations).


 




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(b)          Confidential
Information. Each Lender, each L/C Issuer and Agent agree to use all reasonable efforts to maintain, in accordance with its
customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing
by any Credit Party as confidential, except that such information may be disclosed (i) with the Borrower Representative’s
consent, (ii) to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer
causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and are instructed
to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently is or
hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such
Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other than any Credit Party) not
known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of
Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for
inclusion in league table measurements, (vi) (A) to the National Association of Insurance Commissioners or any similar organization,
any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information
that does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective
investors therein) or participants, and to their respective Related Persons, in each case to the extent such assignees, investors,
participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this
Section 9.10 (and such Person may disclose information to their respective Related Persons in accordance with clause
(ii) above), (viii) to any other party hereto, and (ix) in connection with the exercise or enforcement of any right or remedy
under any Loan Document, in connection with any litigation or other proceeding to which such Lender, L/C Issuer or Agent or any
of their Related Persons is a party or bound, or to the extent necessary to respond to public statements or disclosures by Credit
Parties or their Related Persons referring to a Lender, L/C Issuer or Agent or any of their Related Persons. In the event of any
conflict between the terms of this Section 9.10 and those of any other Contractual Obligation entered into with any Credit Party
(whether or not a Loan Document), the terms of this Section 9.10 shall govern. 


 


(c)          Tombstones.
Each Credit Party consents to the publication by Agent or any Lender of any press releases, tombstones, advertising or other promotional
materials (including, without limitation, via any Electronic Transmission) relating to the financing transactions contemplated
by this Agreement using such Credit Party’s name, product photographs, logo or trademark. 


 


(d)          Press
Release and Related Matters. No Credit Party shall, and no Credit Party shall permit any of its Affiliates to, issue any press
release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering
of securities of any Credit Party) using the name, logo or otherwise referring to GE Capital or of any of its Affiliates, the Loan
Documents or any transaction contemplated herein or therein to which GE Capital or any of its affiliates is party without the prior
written consent of GE Capital or such Affiliate except to the extent required to do so under applicable Requirements of Law and
then, only after consulting with GE Capital.


 


(e)          Distribution
of Materials to Lenders and L/C Issuers. The Credit Parties acknowledge and agree that the Loan Documents and all reports,
notices, communications and other information or materials provided or delivered by, or on behalf of, the Credit Parties hereunder
(collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available, to the
Lenders and the L/C Issuers by posting such Borrower Materials on an E-System. The Credit Parties authorize Agent to download copies
of their logos from its website and post copies thereof on an E-System.


 


(f)          Material
Non-Public Information. The Credit Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit
Parties has publicly traded equity or debt securities in the U.S., they shall (and shall cause such parent company or Subsidiary,
as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously mark
such Borrower Materials that contain only information that is publicly available or that is not material for purposes of U.S. federal
and state securities laws as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as “PUBLIC”
or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers
shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of U.S. federal and state securities
laws. The Credit Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be
deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and
exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Credit Parties or Agent (including,
Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, and any similar requests or notices posted on or through
an E-System). Before distribution of any Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter
authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a
separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained
therein.


 




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9.11       Set-off;
Sharing of Payments.


 


(a)          Right
of Setoff. Each of Agent, each Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of
them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from
time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law,
to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and
other Indebtedness, claims or other obligations at any time owing by Agent, such Lender, such L/C Issuer or any of their respective
Affiliates to or for the credit or the account of the Borrowers or any other Credit Party against any Obligation of any Credit
Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and
even though such Obligation may be unmatured. No Lender or L/C Issuer shall exercise any such right of setoff without the prior
consent of Agent or Required Lenders. Each of Agent, each Lender and each L/C Issuer agrees promptly to notify the Borrower Representative
and Agent after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give
such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition
to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and
the other Secured Parties, may have.


 


(b)          Sharing
of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation
of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral
or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Section 9.9 or Article
X and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been
distributed by, Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders
such participations in their Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure
such payment is applied as though it had been received by Agent and applied in accordance with this Agreement (or, if such application
would then be at the discretion of the Borrowers, applied to repay the Obligations in accordance herewith); provided, however,
that (i) if such payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such purchase
shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (ii) such
Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment
(including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the applicable
Credit Party in the amount of such participation. If a Non-Funding Lender receives any such payment as described in the previous
sentence, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set
forth in Section 1.11(e). 


 


9.12       Counterparts;
Facsimile Signature.


 


This Agreement may
be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be
detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this
Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart
hereof.


 




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9.13       Severability.


 


The illegality or
unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect
or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required
hereunder.


 


9.14       Captions.


 


The captions and
headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.


 


9.15       Independence
of Provisions. 


 


The parties hereto
acknowledge that this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate
the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except
as expressly stated to the contrary in this Agreement.


 


9.16       Interpretation.


 


This Agreement is
the result of negotiations among and has been reviewed by counsel to Credit Parties, Agent, each Lender and other parties hereto,
and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against
the Lenders or Agent merely because of Agent’s or Lenders’ involvement in the preparation of such documents and agreements.
Without limiting the generality of the foregoing, each of the parties hereto has had the advice of counsel with respect to Sections
9.18 and 9.19.


 


9.17       No
Third Parties Benefited.


 


This Agreement is
made and entered into for the sole protection and legal benefit of the Borrowers, the Lenders, the L/C Issuers party hereto, Agent
and, subject to the provisions of Section 8.11, each other Secured Party, and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents. Neither Agent nor any Lender shall have any obligation to any
Person not a party to this Agreement or the other Loan Documents.


 


9.18       Governing
Law and Jurisdiction.


 


(a)          Governing
Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this
Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without
limitation, any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect
to post-judgment interest). 


 


(b)          Submission
to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts
of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America
for the Southern District of New York and, by execution and delivery of this Agreement, each Borrower and each other Credit
Party executing this Agreement hereby accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction
of the aforesaid courts. The parties hereto (and, to the extent set forth in any other Loan Document, each other Credit Party)
hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens,
that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. 


 




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(c)          Service
of Process. Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and
other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought
in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means
permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid)
to the address of the Borrowers specified herein (and shall be effective when such mailing shall be effective, as provided therein).
Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.


 


(d)          Non-Exclusive
Jurisdiction. Nothing contained in this Section 9.18 shall affect the right of Agent or any Lender to serve process
in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any
Credit Party in any other jurisdiction.


 


9.19      Waiver
of Jury Trial.


 


THE PARTIES HERETO,
TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION
WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER
APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.


 


9.20       Entire
Agreement; Release; Survival.


 


(a)          THE
LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE
SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY
CREDIT PARTY AND ANY LENDER OR ANY L/C ISSUER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR
FORM, PURPOSE OR EFFECT OTHER THAN THE FEE LETTER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER
LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENT OR SUCH
TERMS OF SUCH OTHER LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL
GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH).


 


(b)          Execution
of this Agreement by the Credit Parties constitutes a full, complete and irrevocable release of any and all claims which each Credit
Party may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject
matter of this Agreement and the other Loan Documents. In no event shall any Indemnitee be liable on any theory of liability for
any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each
Borrower and each other Credit Party signatory hereto hereby waives, releases and agrees (and shall cause each other Credit Party
to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether
or not accrued and whether or not known or suspected to exist in its favor.


 




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(c)           (i) Any indemnification
or other protection provided to any Indemnitee pursuant to this Section 9.20, Sections 9.5 (Costs and Expenses) and
9.6 (Indemnity) and Article VIII (Agent) and Article X (Taxes, Yield Protection and Illegality) and (ii) the
provisions of Section 8.1 of the Guaranty and Security Agreement, in each case, shall (x) survive the termination of the
Commitments and the payment in full of all other Obligations and (y) with respect to clause (i) above, inure to the benefit
of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted
assigns.


 


9.21       Patriot
Act.


 


Each Lender that
is subject to the Patriot Act hereby notifies the Credit Parties that pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of
each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot
Act.


 


9.22       Replacement
of Lender. 


 


Within forty-five
days after: (i) receipt by the Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate
of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or
10.6; or (ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment,
waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification
but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, the
Borrowers may, at their option, notify Agent and such Affected Lender (or such non-consenting Lender) of the Borrowers’ intention
to obtain, at the Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or
such non-consenting Lender), which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrowers obtain
a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such non-consenting
Lender) shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed
such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of
such sale and assignment. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within
five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and
presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrowers
shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment
so executed by the Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and
Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender,
Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender
or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable
under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par.
Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall
no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification
hereunder shall survive.


 


9.23       Joint
and Several. 


 


The obligations of
the Credit Parties hereunder and under the other Loan Documents are joint and several. Without limiting the generality of the foregoing,
reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of Borrower and
the other Credit Parties are subject.


 


9.24         Creditor-Debtor
Relationship.


 


The relationship
between Agent, each Lender and the L/C Issuer, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor
and debtor. No Secured Party has any fiduciary relationship or duty to any Credit Party arising out of or in connection with, and
there is no agency, tenancy or joint venture relationship between the Secured Parties and the Credit Parties by virtue of, any
Loan Document or any transaction contemplated therein.


 




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9.25       Actions
in Concert.


 


Notwithstanding anything
contained herein to the contrary, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect
or enforce its rights against any Credit Party arising out of this Agreement or any other Loan Document (including exercising any
rights of setoff) without first obtaining the prior written consent of Agent or Required Lenders, it being the intent of Lenders
that any such action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in concert and
at the direction or with the consent of Agent or Required Lenders.


 


ARTICLE
X.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


10.1       Taxes.


 


(a)          Except
as required by a Requirement of Law, each payment by any Credit Party under any Loan Document shall be made free and clear of all
present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or
other charges imposed by any Governmental Authority, including any interest, additions to tax, penalties or other Liabilities)
with respect thereto (collectively, “Taxes”).


 


(b)          If
any Taxes shall be required by any Requirement of Law to be deducted from or in respect of any amount payable under any Loan Document
to any Secured Party (i) if such Tax is an Indemnified Tax, such amount payable shall be increased as necessary to ensure that,
after all required deductions for Indemnified Taxes are made (including deductions applicable to any increases to any amount under
this Section 10.1), such Secured Party receives the amount it would have received had no such deductions been made, (ii) the relevant
Credit Party shall make such deductions, (iii) the relevant Credit Party shall timely pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the
relevant Credit Party shall deliver to Agent an original or certified copy of a receipt evidencing such payment or other evidence
of payment reasonably satisfactory to Agent.


 


(c)          In
addition, the Borrowers agree to pay, and authorize Agent to pay in their name, any Other Taxes. Within 30 days after the date
of any payment of Other Taxes by any Credit Party, the Borrowers shall furnish to Agent, at its address referred to in Section
9.2, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory
to Agent.


 


(d)          The
Credit Parties hereby acknowledge and agree that (i) neither GE Capital nor any Affiliate of GE Capital has provided any Tax advice
to any Tax Affiliate in connection with the transactions contemplated hereby or any other matters and (ii) the Credit Parties have
received appropriate Tax advice to the extent necessary to confirm that the structure of any transaction contemplated by the Credit
Parties in connection with this Agreement complies in all material respects with applicable federal, state and foreign Tax laws.


 


(e)          The
Borrowers shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Agent), each Secured Party
for all Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on amounts payable under this Section 10.1)
paid or payable by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally asserted. A certificate of the Secured Party (or of Agent on behalf of such Secured Party) claiming
any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrower Representative
with copy to Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount,
Agent and such Secured Party may use any reasonable averaging and attribution methods.


 




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(f)          Any
Lender claiming any additional amounts payable pursuant to this Section 10.1 shall use its reasonable efforts (consistent with
its internal policies and Requirements of Law) to change the jurisdiction of its Lending Office if such a change would reduce any
such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender,
be otherwise disadvantageous to such Lender.


 


(g)          (i)
Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax
or, after a change in any Requirement of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty,
shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or
prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring
a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time
if requested by the Borrower Representative or Agent (or, in the case of a participant or SPV, the relevant Lender), provide Agent
and the Borrower Representative (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of
each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding Tax because the income is effectively
connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding Tax under an income
Tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B)
in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption
from U.S. withholding Tax under the portfolio interest exemption) or any successor form and a certificate in form and substance
acceptable to Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, (2) a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code
or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable
document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States
withholding Tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents.
Unless the Borrower Representative and Agent have received forms or other documents satisfactory to them indicating that payments
under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding Tax or are subject to such
Tax at a rate reduced by an applicable Tax treaty, the Credit Parties and Agent shall withhold amounts required to be withheld
by applicable Requirements of Law from such payments at the applicable statutory rate.


 


(ii)         Each
U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder,
(B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any
event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D)
from time to time if requested by the Borrower Representative or Agent (or, in the case of a participant or SPV, the relevant Lender),
provide Agent and the Borrower Representative (or, in the case of a participant or SPV, the relevant Lender) with two completed
originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding Tax) or
any successor form.


 


(iii)        Each
Lender having sold a participation in any of its Obligations or identified an SPV as such to Agent shall collect from such participant
or SPV the documents described in this clause (f) and provide them to Agent.


 




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(iv)        If
a payment made to a Non-U.S. Lender Party would be subject to United States federal withholding Tax imposed by FATCA if such Non-U.S.
Lender Party fails to comply with the applicable reporting requirements of FATCA, such Non-U.S. Lender Party shall deliver to Agent
and the Borrower Representative any documentation under any Requirement of Law or reasonably requested by Agent or the Borrower
Representative sufficient for Agent or Borrowers to comply with their obligations under FATCA and to determine that such Non-U.S.
Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely
for the purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.



 


(h)          If
any Secured Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified
Taxes as to which it has been indemnified pursuant to this Section 10.1 (including by the payment of additional amounts pursuant
to Section 10.1(b)), it shall pay to the relevant Credit Party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 10.1 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such Secured Party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such Credit Party, upon the request of such Secured Party, shall repay to such Secured Party the
amount paid over pursuant to this Section 10.1(h) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such Secured Party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this Section 10.1(h), in no event shall the Secured Party be required to pay any amount to a Credit
Party pursuant to this Section 10.1(h) the payment of which would place the Secured Party in a less favorable net after-Tax position
than the Secured Party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.
This Section 10.1(h) shall not be construed to require any Secured Party to make available its Tax returns (or any other information
relating to its Taxes that it deems confidential) to the Credit Party or any other Person.


 


10.2        Illegality.


 


If after the date
hereof any Lender shall determine that the introduction of any Requirement of Law, or any change in any Requirement of Law or in
the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has
asserted that it is unlawful, for any Lender or its Lending Office to make LIBOR Rate Loans, then, on notice thereof by such Lender
to the Borrowers through Agent, the obligation of that Lender to make LIBOR Rate Loans shall be suspended until such Lender shall
have notified Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exists.


 


(a)          Subject
to clause (c) below, if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the Borrowers shall
prepay in full all LIBOR Rate Loans of such Lender then outstanding, together with interest accrued thereon, either on the last
day of the Interest Period thereof if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such LIBOR Rate Loans, together with any amounts required to be paid in connection
therewith pursuant to Section 10.4.


 


(b)          If
the obligation of any Lender to make or maintain LIBOR Rate Loans has been terminated, the Borrower Representative may elect, by
giving notice to such Lender through Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans
shall be instead Base Rate Loans.


 


(c)          Before
giving any notice to Agent pursuant to this Section 10.2, the affected Lender shall designate a different Lending Office
with respect to its LIBOR Rate Loans if such designation will avoid the need for giving such notice or making such demand and will
not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.


 




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10.3       Increased
Costs and Reduction of Return.


 


(a)          If
any Lender or L/C Issuer shall determine that, due to either (i) the introduction of, or any change in, or in the interpretation
of, any Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x)
there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any
LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (y) the Lender or L/C Issuer shall be subject to any Taxes
(other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto, then the Borrowers shall be liable for, and shall from time to time, within thirty
(30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Agent), pay to Agent for the account of
such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs
or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section
10.3(a) for any increased costs incurred more than 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower
Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation
thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 90-day period
referred to above shall be extended to include the period of retroactive effect thereof. 


 


(b)          If
any Lender or L/C Issuer shall have determined that:


 


(i)          the
introduction of any Capital Adequacy Regulation;


 


(ii)         any
change in any Capital Adequacy Regulation;


 


(iii)        any
change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof; or


 


(iv)        compliance
by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy
Regulation;


 


affects the amount of
capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer
and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s
or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its
Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C
Issuer (with a copy to Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender
or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C
Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to
this Section 10.3(b) for any amounts incurred more than 90 days prior to the date that such Lender or L/C Issuer notifies
the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation
thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 90-day period referred to above
shall be extended to include the period of retroactive effect thereof.


 


(c)          Notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III,
shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy
Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.


 




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10.4       Funding
Losses.


 


The Borrowers agree
to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a
consequence of:


 


(a)          the
failure of the Borrowers to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made
after any acceleration thereof);


 


(b)          the
failure of the Borrowers to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have
given) a Notice of Borrowing or a Notice of Conversion/Continuation;


 


(c)          the
prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest
Period with respect thereto; or


 


(d)          the
conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable
Interest Period;


 


including any such loss
or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from
fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described
in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days
of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders
under this Section 10.4 and under Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve,
special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest
rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount
and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.


 


10.5         Inability
to Determine Rates. 


 


If Agent shall have
determined in good faith that for any reason adequate and reasonable means do not exist for ascertaining the LIBOR for any requested
Interest Period with respect to a proposed LIBOR Rate Loan or that the LIBOR applicable pursuant to Section 1.3(a) for any
requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders
of funding or maintaining such Loan, Agent will forthwith give notice of such determination to the Borrower Representative and
each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until
Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing
or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such notice, the Lenders
shall make, convert or continue the Loans, as proposed by the Borrower Representative, in the amount specified in the applicable
notice submitted by the Borrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans.


 




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10.6         Reserves
on LIBOR Rate Loans. 


 


The Borrowers shall
pay to each Lender, as long as such Lender shall be required under regulations of the Federal Reserve Board to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional costs on the unpaid principal amount of each LIBOR Rate Loan equal to actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent
manifest error), payable on each date on which interest is payable on such Loan provided the Borrower Representative shall have
received at least fifteen (15) days’ prior written notice (with a copy to Agent) of such additional interest from the Lender.
If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest shall
be payable fifteen (15) days from receipt of such notice.


 


10.7         Certificates
of Lenders.


 


Any Lender claiming
reimbursement or compensation pursuant to this Article X shall deliver to the Borrower Representative (with a copy to Agent)
a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive
and binding on the Borrowers in the absence of manifest error.


 


ARTICLE
XI.

DEFINITIONS


 


11.1         Defined
Terms. 


 


The following terms
are defined in the Sections or Sections referenced opposite such terms:


 


	“Affected Lender”	9.22
	“Agent Report”	8.5(c)
	“Aggregate Excess Funding Amount”	1.11(e)
	“Agreement”	Preamble
	“Borrower” and “Borrowers”	Preamble
	“Borrower Materials”	9.10(e)
	“Borrower Representative”	1.12
	“Compliance Certificate”	4.2(b)
	“Deposit Account”	4.11
	“Disbursement Account”	4.11
	“EBITDA”	Exhibit 4.2(b)
	“EDGAR”	4.1
	“Eligible Accounts”	1.13
	“Eligible Assignee”	9.9
	“Event of Default”	7.1
	“Existing Facility” 	1.1(e)
	“Fee Letter”	1.9(a)
	“Fixed Charge Coverage Ratio”	Exhibit 4.2(b)
	“GE Capital”	Preamble
	“Igen”	Preamble
	“IGI”	Preamble
	“IGI Labs”	Preamble
	“Incremental Effective Date”	1.1(e)(i)
	“Incremental Facility”	1.1(e)(i)
	“Incremental Facility Request”	1.1(e)(i)
	“Incremental Revolving Loan”	1.1(e)(i)
	“Incremental Revolving Loan Commitment”	1.1(e)(i)
	“Indemnified Matters”	9.6
	“Indemnitees”	9.6


 




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	“Interest Expense”	Exhibit 4.2(b)
	“Investments”	5.4
	“L/C Reimbursement Agreement”	1.1(c)
	“L/C Reimbursement Date”	1.1(c)
	“L/C Request”	1.1(c)
	“L/C Sublimit”	1.1(c)
	“Lender”	Preamble
	“Letter of Credit Fee”	1.9(c)
	“Maximum Revolving Loan Balance”	1.1(b)
	“Maximum Lawful Rate”	1.3(d)
	“MNPI”	9.10(a)
	“Notice of Conversion/Continuation”	1.6(a)
	“OFAC”	3.30
	“Participant Register”	9.9(h)
	“Permitted Liens”	5.1
	“Register”	1.4(b)
	“Restricted Payments”	5.11
	“Replacement Lender”	9.22
	“Revolving Loan”	1.1(b)
	“Revolving Loan Commitment”	1.1(b)
	“Revolving Loan Commitment Increase Request” 	1.1(b)
	“Sale”	9.9(b)
	“SDN List”	3.30
	“SEC”	4.1
	“Settlement Date”	1.11(b)
	“Tax Returns”	3.10
	“Taxes”	10.1(a)
	“Unused Commitment Fee”	1.9(b)


 


In addition to the
terms defined elsewhere in this Agreement, the following terms have the following meanings:


 


“Account”
means, as at any date of determination, all “accounts” (as such term is defined in the UCC) of the Credit Parties,
including, without limitation, the unpaid portion of the obligation of a customer of a Credit Party in respect of Inventory purchased
by and shipped to such customer and/or the rendition of services by a Credit Party, as stated on the respective invoice of a Credit
Party, net of any credits, rebates or offsets owed to such customer.


 


“Account Debtor”
means the customer of a Credit Party who is obligated on or under an Account.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition
of in excess of fifty percent (50%) of the Stock and Stock Equivalents of any Person or otherwise causing any Person to become
a Subsidiary of a Borrower, or (c) a merger or consolidation or any other combination with another Person.


 


“Affiliate”
means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person
that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no
Secured Party shall be an Affiliate of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions
of the Loan Documents. For purposes of this definition, “control” means the possession of either (a) the power to vote,
or the beneficial ownership of, 10% or more of the voting Stock of such Person (either directly or through the ownership of Stock
Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.


 




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“Agent”
means GE Capital in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent.


 


“Aggregate Revolving
Loan Commitment” means the combined Revolving Loan Commitments of the Lenders, which shall initially be in the amount of
$10,000,000, as such amount may be reduced or increased from time to time pursuant to this Agreement (including, without limitation,
as a result of increases in connection with Revolving Loan Commitment Increase Requests and Incremental Revolving Loan Commitments).


 


“AmeriSource
Bergen” means AmerisourceBergen Drug Corporation.


 


“Applicable Margin”
means: (i) if a Base Rate Loan, three percent (3.00%) per annum and (ii) if a LIBOR Rate Loan, four percent (4.00%) per annum.


 


“Applicable Unused
Line Fee” means 0.50% per annum.


 


“Approved Fund”
means, with respect to any Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business or (ii)
temporarily warehouses loans for any Lender or any Person described in clause (i) above and (b) is advised or managed by
(i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person
(other than an individual) that administers or manages such Lender.


 


“Assignment”
means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions
of Section 9.9 (with the consent of any party whose consent is required by Section 9.9), accepted by Agent, substantially
in the form of Exhibit 11.1(a) or any other form approved by Agent.


 


“Attorney Costs”
means and includes all reasonable fees and disbursements of any law firm or other external counsel.


 


“Availability”
means, as of any date of determination, the amount by which (a) the Maximum Revolving Loan Balance exceeds (b) the aggregate outstanding
principal balance of Revolving Loans.


 


“Bankruptcy Code”
means the Federal Bankruptcy Reform Act of 1978.


 


“Base Rate”
means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the
“Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per
annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest
Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein
(as determined by Agent) or any similar release by the Federal Reserve Board (as determined by Agent), (b) the sum of 0.50% per
annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR calculated for each such day based on an Interest Period of one
month determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin for LIBOR Rate Loans over
the Applicable Margin for Base Rate Loans, in each instance, as of such day. Any change in the Base Rate due to a change in any
of the foregoing shall be effective on the effective date of such change in the Federal Funds Rate or LIBOR for an Interest Period
of one month.


 




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“Base Rate Loan”
means a Loan that bears interest based on the Base Rate.


 


“Benefit Plan”
means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise)
to which any Credit Party incurs or otherwise has any obligation or liability, contingent or otherwise.


 


“Borrowing”
means a borrowing hereunder consisting of Loans made to or for the benefit of the Borrowers on the same day by the Lenders pursuant
to Article I.


 


“Borrowing Base”
means, as of any date of determination by Agent, from time to time, an amount equal to:


 


(a)          85%
of the book value of Eligible Accounts at such time multiplied by the Liquidity Factor; less


 


(b)          Reserves
established by Agent at such time in its Permitted Discretion.


 


“Borrowing Base
Certificate” means a certificate of the Borrower Representative, on behalf of each Credit Party, in substantially the form
of Exhibit 11.1(b) hereto, duly completed as of a date acceptable to Agent in its sole discretion.


 


“Business Day”
means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and,
when determined in connection with notices and determinations in respect of LIBOR or any LIBOR Rate Loan or any funding, conversion,
continuation, Interest Period or payment of any LIBOR Rate Loan, that is also a day on which dealings in Dollar deposits are carried
on in the London interbank market.


 


“Capital Adequacy
Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law,
rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Lender or of any corporation
controlling a Lender.


 


“Capital Lease”
means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as
lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with
GAAP.


 


“Capital Lease
Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback
transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such
synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in
accordance with GAAP.


 


“Cardinal”
mean Cardinal Health, Inc.


 


“Cash Equivalents”
means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guarantied or insured by the
United States federal government or (ii) issued by any agency of the United States federal government the obligations of which
are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations
issued by any other agency of the United States federal government, any state of the United States or any political subdivision
of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P
or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or
“P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States,
(d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued
or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state
thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal
banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any
United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments
referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below,
(ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable
for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses
(a), (b), (c) or (d) above shall not exceed 365 days.


 




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“Closing Date”
means November 18, 2014.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Credit Party, any of their
respective Subsidiaries and any other Person who has granted a Lien to Agent, in or upon which a Lien is granted or purported
to be granted or now or hereafter exists in favor of any Lender or Agent for the benefit of Agent, Lenders and other Secured Parties,
whether under this Agreement or under any other documents executed by any such Persons and delivered to Agent.


 


“Collateral Documents”
means, collectively, the Guaranty and Security Agreement, each Mortgage, each Control Agreement, and all other security agreements,
pledge agreements, lease assignments, guaranties and other similar agreements, and all amendments, restatements, modifications
or supplements thereof or thereto, by or between any one or more of any Credit Party, any of their respective Subsidiaries or any
other Person pledging or granting a lien on Collateral or guarantying the payment and performance of the Obligations, and any Lender
or Agent for the benefit of Agent, the Lenders and other Secured Parties now or hereafter delivered to the Lenders or Agent pursuant
to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter
filed in accordance with the UCC or comparable law) against any such Person as debtor in favor of any Lender or Agent for the benefit
of Agent, the Lenders and the other Secured Parties, as secured party, as any of the foregoing may be amended, restated and/or
modified from time to time.


 


“Commitment”
means, for each Lender, its Revolving Loan Commitment.


 


“Commitment Percentage”
means, as to any Lender, the percentage equivalent of such Lender’s Revolving Loan Commitment, divided by the Aggregate Revolving
Loan Commitment; provided that following acceleration of the Loans, such term means, as to any Lender, the percentage equivalent
of the principal amount of the Loans held by such Lender, divided by the aggregate principal amount of the Loans held by all Lenders.


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profit Taxes.


 


“Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness,
lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability,
or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole
or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or
as to which that Person is otherwise liable for reimbursement of drawings; (c) under any Rate Contracts; (d) to make take-or-pay
or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for the obligations
of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting
security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition
or any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guarantied or otherwise supported or, if not a fixed and determined amount, the maximum amount so guarantied
or supported.


 




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“Contractual
Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents or
otherwise) issued by such Person or of any agreement, undertaking, contract, license, lease, indenture, mortgage, deed of trust
or other instrument, document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of
its Property is bound or to which any of its Property is subject.


 


“Control Agreement”
means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract,
an agreement, in form and substance satisfactory to Agent, among Agent, the financial institution or other Person at which such
account is maintained or with which such entitlement or contract is carried and the Credit Party maintaining such account or owning
such entitlement or contract, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable
UCC) over such account to Agent.


 


“Conversion Date”
means any date on which the Borrowers convert a Base Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan.


 


“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations
thereof and all applications in connection therewith.


 


“CVS Health”
means CVS Caremark Corporation.


 


“Credit Parties”
means each Borrower and each other Person (i) which executes a guaranty of the Obligations, (ii) which grants a Lien on all or
substantially all of its assets to secure payment of the Obligations and (iii) all of the Stock of which is pledged to Agent for
the benefit of the Secured Parties. 


 


“Default”
means any event or circumstance that, with the passing of time or the giving of notice or both, would (if not cured or otherwise
remedied during such time) become an Event of Default.


 


“De Minimis Acquisition”
means any acquisition of all of the Stock and Stock Equivalents of a Target for which the aggregate consideration paid or payable
in connection with all such acquisitions consummated during any Fiscal Year is less than $1,500,000 (for purposes hereof, consideration
shall include all transaction costs, Indebtedness and Contingent Obligations incurred or assumed in connection therewith, including
the maximum amount payable under any earn out or similar obligation).


 


“Disposition”
means (a) the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted
under Sections 5.2(a), 5.2(c), 5.2(d), 5.2(e), 5.2(f) and 5.2(g), and (b) the sale or
transfer by a Borrower or any Subsidiary of a Borrower of any Stock or Stock Equivalent issued by any Subsidiary of a Borrower
and held by such transferor Person.


 


“Dollars”,
“dollars” and “$” each mean the lawful money of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary other than a Foreign Subsidiary.


 


“Dominion Period”
means the period commencing on the date on which (i) an Event of Default occurs or (ii) Liquidity is less than the greater of $4,250,000
and 35% of the Aggregate Revolving Loan Commitment.


 


“Electronic Transmission”
means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise
made or communicated by e-mail or E-Fax, or otherwise to or from an E-System.


 




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“Environmental
Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation
and protection of human health, safety, the workplace, the environment and natural resources, and including public notification
requirements and environmental transfer of ownership, notification or approval statutes. 


 


“Environmental
Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses
of investigation and feasibility studies, including the cost of environmental consultants and the cost of attorney’s fees)
that may be imposed on, incurred by or asserted against any Credit Party or any Subsidiary of any Credit Party as a result of,
or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied
or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law
or in connection with any environmental, health or safety condition or with any Release and resulting from the ownership, lease,
sublease or other operation or occupation of property by any Credit Party or any Subsidiary of any Credit Party, whether on, prior
or after the date hereof.


 


“Equipment”
means all “equipment,” as such term is defined in the UCC, now owned or hereafter acquired by any Credit Party, wherever
located.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means, collectively, any Credit Party and any Person under common control or treated as a single employer with, any Credit Party,
within the meaning of Section 414(b), (c), (m) or (o) of the Code.


 


“ERISA Event”
means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement
has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan; (b) the withdrawal
of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer,
as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer
Plan; (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment
of a plan amendment as termination) under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV
Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA; (f) the institution of proceedings to terminate
a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any Title IV Plan or Multiemployer
Plan when due; (h) the imposition of a Lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property
(or rights to property, whether real or personal) of any ERISA Affiliate; (i) the failure of a Benefit Plan or any trust thereunder
intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder;
(j) a Title IV plan is in “at risk” status within the meaning of Code Section 430(i); (k) a Multiemployer Plan is in
“endangered status” or “critical status” within the meaning of Section 432(b) of the Code; and (l) any
other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any material
liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.


 


“Event of Loss”
means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property; or (b) any condemnation,
seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property
or the requisition of the use of such Property.


 


“Excluded Equity
Issuance” means an issuance of (a) Stock or Stock Equivalents by IGI to management or employees of a Credit Party under any
employee stock option or stock purchase plan or other employee benefits plan in existence from time to time, (b) Stock or Stock
Equivalents by a Wholly-Owned Subsidiary of a Borrower to a Borrower or another Wholly-Owned Subsidiary of a Borrower constituting
an Investment permitted hereunder.


 




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“Excluded Tax”
means with respect to any Secured Party: (a) Taxes measured by net income (however denominated and including branch profit Taxes)
and franchise Taxes imposed in lieu of net income Taxes, in each case (i) imposed on any Secured Party as a result of being organized
under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the
jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) withholding
Taxes to the extent that the obligation to withhold amounts existed on the date that such Person became a Secured Party under this
Agreement in the capacity under which such Person makes a claim under Section 10.1(b) or designates a new Lending Office, except
in each case to the extent such Person is a direct or indirect assignee (other than pursuant to Section 9.22) of any other Secured
Party that was entitled, at the time the assignment to such Person became effective, to receive additional amounts under Section
10.1(b); (c) Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law)
by any Secured Party to deliver the documentation required to be delivered pursuant to Section 10.1(g); and (d) any United States
federal withholding Taxes imposed under FATCA.


 


“E-Fax”
means any system used to receive or transmit faxes electronically.


 


“E-Signature”
means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital
signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission)
with the intent to sign, authenticate or accept such Electronic Transmission.


 


“E-System”
means any electronic system approved by Agent, including Syndtrak®, Intralinks® and ClearPar® and any other Internet
or extranet-based site, whether such electronic system is owned, operated or hosted by Agent, any of its Related Persons or any
other Person, providing for access to data protected by passcodes or other security system.


 


“FATCA”
means Sections 1471, 1472, 1473 and 1474 of the Code, as of the date of this Agreement (or any amended or successor version that
is substantively comparable and not substantially more onerous to comply with), current or future United States Treasury Regulations
promulgated thereunder and published guidance with respect thereto, and any agreements entered into pursuant to Section 1471(b)(1)
of the Code.


 


“FDA” means
the United States Food and Drug Administration and any successor thereto.


 


“Federal Flood Insurance” means
federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located
in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.


 


“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds
brokers, as determined by Agent in a commercially reasonable manner.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.


 


“FEMA”
means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National
Flood Insurance Program.


 


“Final Availability
Date” means the earlier of the Revolving Termination Date and one (1) Business Day prior to the date specified in clause
(a) of the definition of Revolving Termination Date.


 




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“Fiscal Quarter”
means any of the quarterly accounting periods of the Credit Parties, ending on March 31, June 30, September 30, and December 31
of each year.


 


“Fiscal Year”
means any of the annual accounting periods of the Credit Parties ending on December 31 of each year.


 


“Flood Insurance”
means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance reasonably satisfactory
to Agent, in either case, that (a) meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines,
(b) shall include a deductible not to exceed $50,000 and (c) shall have a coverage amount equal to the lesser of (i) the “replacement
cost value” of the buildings and any personal property Collateral located on the Real Estate as determined under the National
Flood Insurance Program or (ii) the maximum policy limits set under the National Flood Insurance Program.


 


“Foreign Subsidiary”
means, with respect to any Person, a Subsidiary of such Person that is a “controlled foreign corporation” under Section
957 of the Code.


 


“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the
statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature
and authority within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject
to Section 11.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in
the preparation of the financial statements described in Section 3.11(a).


 


“Governmental
Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority
or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative
functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector
entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization
(including the National Association of Insurance Commissioners), and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing. The term “Governmental Authority” shall further include
any institutional review board, ethics committee, data monitoring committee, or other committee or entity with defined authority
to oversee Regulatory Matters.


 


“Guaranty and
Security Agreement” means that certain Guaranty and Security Agreement, dated as of even date herewith, in form and substance
reasonably acceptable to Agent and the Borrowers, made by the Credit Parties in favor of Agent, for the benefit of the Secured
Parties, as the same may be amended, restated and/or modified from time to time.


 


“Hazardous Material”
means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as
hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including, without limitation,
petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.


 


“Impacted Lender”
means any Lender that fails to provide Agent, within three (3) Business Days following Agent’s written request, satisfactory
assurance that such Lender will not become a Non-Funding Lender.


 




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“Inactive Subsidiaries”
means, collectively, (i) Microburst Energy, Inc., a Subsidiary of IGI incorporated in the State of Delaware, (ii) Blood Cells,
Inc., a Subsidiary of Igen incorporated in the State of Delaware, (iii) Marketing Aspects Inc., a Wholly-Owned Subsidiary of Igen
incorporated in the State of Delaware, (iv) Vista International Sales Corp., a Wholly-Owned Subsidiary of Igen organized in the
Virgin Islands, and (v) Flavorsome Ltd., a joint venture fifty percent owned by Igen and incorporated in the State of Delaware.


 


“Indebtedness”
of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed
as the deferred purchase price of Property or services (other than trade payables entered into in the Ordinary Course of Business);
(c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder
and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued
by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising
under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property
acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding
under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all indebtedness referred
to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such
Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (i) all Contingent Obligations
described in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred
to in clauses (a) through (h) above; provided however, that the term “Indebtedness” shall not include
obligations with respect to any operating leases which are subsequently re-classified as Capital Leases due to any change in GAAP.


 


“Indemnified
Tax” means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Insolvency Proceeding”
means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit
of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under U.S. federal, state or foreign
law, including the Bankruptcy Code.


 


“Intellectual
Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under
any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Software, Trademarks, Internet
Domain Names, Trade Secrets and IP Licenses.


 


“Interest Payment
Date” means, (a) with respect to any LIBOR Rate Loan (other than a LIBOR Rate Loan having an Interest Period of six (6) months)
the last day of each Interest Period applicable to such Loan, (b) with respect to any LIBOR Rate Loan having an Interest Period
of six (6) months, the last day of each three (3) month interval and, without duplication, the last day of such Interest Period,
and (c) with respect to Base Rate Loans the first day of each month.


 


“Interest Period”
means, with respect to any LIBOR Rate Loan, the period commencing on the Business Day such Loan is disbursed or continued or on
the Conversion Date on which a Base Rate Loan is converted to the LIBOR Rate Loan and ending on the date one, two, three or six
months thereafter, as selected by the Borrower Representative in its Notice of Borrowing or Notice of Conversion/Continuation;
provided that:


 




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(a)          if
any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day which is not a Business Day, that Interest Period
shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period
into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;


 


(b)          any
Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business
Day of the calendar month at the end of such Interest Period; and


 


(c)          no
Interest Period for any Revolving Loan shall extend beyond the Revolving Termination Date.


 


“Internet Domain
Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or
relating to internet domain names.


 


“Inventory”
means all of the “inventory” (as such term is defined in the UCC) of the Credit Parties, including, but not limited
to, all merchandise, raw materials, parts, supplies, work-in-process and finished goods intended for sale, together with all the
containers, packing, packaging, shipping and similar materials related thereto, and including such inventory as is temporarily
out of a Credit Party’s custody or possession, including inventory on the premises of others and items in transit.


 


“IP Ancillary
Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals,
reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property
and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the
foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for
any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case,
all rights to obtain any other IP Ancillary Right.


 


“IP License”
means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and
interest in or relating to any Intellectual Property.


 


“IRS” means
the Internal Revenue Service of the United States and any successor thereto.


 


“Issue”
means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to
any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled
decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing. The terms “Issued”,
“Issuance” and “Issuer” have correlative meanings.


 


“L/C Issuer”
means any Lender or an Affiliate thereof or a bank or other legally authorized Person, in each case, reasonably acceptable to Agent,
in such Person’s capacity as an Issuer of Letters of Credit hereunder.


 


“L/C Reimbursement
Obligation” means, for any Letter of Credit, the obligation of the Borrowers to the L/C Issuer thereof or to Agent, as and
when matured, to pay all amounts drawn under such Letter of Credit.


 


“Lending Office”
means, with respect to any Lender, the office or offices of such Lender specified as its “Lending Office” beneath its
name on the applicable signature page hereto, or such other office or offices of such Lender as it may from time to time notify
the Borrower Representative and Agent.


 


“Letter of Credit”
means documentary or standby letters of credit Issued for the account of the Borrowers by L/C Issuers, and bankers’ acceptances
issued by a Borrower, for which Agent and Lenders have incurred Letter of Credit Obligations.


 




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“Letter of Credit
Obligations” means all outstanding obligations incurred by Agent and Lenders at the request of the Borrowers or the Borrower
Representative, whether direct or indirect, contingent or otherwise, due or not due, in connection with the Issuance of Letters
of Credit by L/C Issuers or the purchase of a participation as set forth in Section 1.1(c) with respect to any Letter of
Credit. The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable by Agent and Lenders
thereupon or pursuant thereto.


 


“Liabilities”
means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions,
costs, fees, Taxes, commissions, charges, disbursements and expenses (including, without limitation, those incurred upon any appeal
or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto),
in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements
of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential,
actual, punitive, treble or otherwise.


 


“LIBOR”
means, for each Interest Period, the offered rate per annum for deposits of Dollars for the applicable Interest Period that appears
on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest
Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by Agent at which deposits
of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the first
day in such Interest Period by major financial institutions reasonably satisfactory to Agent in the London interbank market for
such Interest Period for the applicable principal amount on such date of determination.


 


“LIBOR Rate Loan”
means a Loan that bears interest based on LIBOR.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien
(statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement
of any kind or nature whatsoever, including those created by, arising under or evidenced by any conditional sale contract or other
title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially
the same economic effect as any of the foregoing.


 


“Liquidity”
means, as of any date of measurement, the sum of Availability as of such date and the aggregate amount of unrestricted Cash and
Cash Equivalents of the Borrowers subject to a Control Agreement as of such date.


 


“Liquidity Factor”
means the percentages applied to reduce Eligible Accounts by payor class based upon Borrowers’ actual recent collection history
for each such payor class in a manner consistent with Agent’s underwriting practices and procedures. Agent may adjust such
Liquidity Factors at any time in the exercise of its Permitted Discretion.


 


“Loan”
means any loan made or deemed made by any Lender hereunder.


 


“Loan Documents”
means this Agreement, the Notes, the Fee Letter, the Collateral Documents, any subordination agreement in respect of Subordinated
Indebtedness and all documents delivered to Agent and/or any Lender in connection with any of the foregoing.


 


“Margin Stock”
means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 




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“Material Adverse
Effect” means a material adverse change in any of (a) the financial condition, business, performance, operations or Property
of the Credit Parties and their Subsidiaries taken as a whole; (b) the ability of the Credit Parties taken as whole to perform
their obligations under any Loan Document; or (c) the validity or enforceability of any Loan Document or the rights and remedies
of Agent, the Lenders and the other Secured Parties under any Loan Document. Without limiting the generality of the foregoing,
any event or occurrence which results or would reasonably be expected to result in Liabilities to the Credit Parties in excess
of $5,000,000 individually or in the aggregate shall be deemed to have a Material Adverse Effect. 


 


“Material Environmental
Liabilities” means Environmental Liabilities exceeding $750,000 in the aggregate.


 


“McKesson”
means McKesson Corporation.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Mortgage”
means any deed of trust, mortgage, deed to secure debt or other document creating a Lien on Real Estate or any interest in Real
Estate.


 


“Multiemployer
Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate incurs
or otherwise has any obligation or liability, contingent or otherwise.


 


“National Flood
Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and
the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase
of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides
protection to property owners through a federal insurance program.


 


“Net Issuance
Proceeds” means, in respect of any issuance of equity or incurrence of Indebtedness, cash proceeds (including cash proceeds
as and when received in respect of non-cash proceeds received or receivable in connection with such issuance), net of underwriting
discounts and reasonable out-of-pocket costs and expenses paid or incurred in connection therewith in favor of any Person not an
Affiliate of a Borrower.


 


“Net Proceeds”
means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received
by the Person making a Disposition, as well as insurance proceeds and condemnation and similar awards received on account of an
Event of Loss, net of: (a) in the event of a Disposition (i) the direct costs relating to such Disposition excluding amounts payable
to a Borrower or any Affiliate of a Borrower, (ii) sale, use or other transaction Taxes paid or payable as a result thereof, and
(iii) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured
by a Lien on the asset which is the subject of such Disposition and (b) in the event of an Event of Loss, (i) so long as no Default
or Event of Default has occurred and is continuing, all money actually applied to repair or reconstruct the damaged Property or
Property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably incurred in connection with the
collection of such proceeds, award or other payments, and (iii) any amounts retained by or paid to parties having superior
rights to such proceeds, awards or other payments.


 


“Non-Funding
Lender” means any Lender that has (a) failed to fund any payments required to be made by it under the Loan Documents within
two (2) Business Days after any such payment is due (excluding expense and similar reimbursements that are subject to good faith
disputes), (b) given written notice (and Agent has not received a revocation in writing), to a Borrower, Agent, any Lender, or
the L/C Issuer or has otherwise publicly announced (and Agent has not received notice of a public retraction) that such Lender
believes it will fail to fund payments or purchases of participations required to be funded by it under the Loan Documents or one
or more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or reimbursement
obligations under one or more other syndicated credit facilities, unless subject to a good faith dispute, or (d) any Person that
directly or indirectly controls such Lender has (i) become subject to a voluntary or involuntary case under the Bankruptcy Code
or any similar bankruptcy laws, (ii) a custodian, conservator, receiver or similar official appointed for it or any substantial
part of such Person’s assets, or (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise
been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to
be, insolvent or bankrupt, and for this clause (d), Agent has determined that such Lender is reasonably likely to fail to
fund any payments required to be made by it under the Loan Documents.


 




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“Non-U.S. Lender
Party” means each of Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is not a United
States person as defined in Section 7701(a)(30) of the Code.


 


“Note”
means any Revolving Note and “Notes” means all such Notes.


 


“Notice of Borrowing”
means a notice given by the Borrower Representative to Agent pursuant to Section 1.5, in substantially the form of Exhibit
11.1(c) hereto.


 


“Obligations”
means all Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by any Credit Party
to any Lender, Agent, any L/C Issuer, or any other Person required to be indemnified, that arises under any Loan Document, whether
or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any
other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due,
now existing or hereafter arising and however acquired.


 


“Ordinary Course
of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business,
as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes
of evading any covenant or restriction in any Loan Document.


 


“Organization
Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination
or instrument relating to the rights of preferred shareholders of such corporation and any shareholder rights agreement, (b) for
any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability
company, the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of
election or duties of the officers, directors, managers or other similar persons, or the designation, amount or relative rights,
limitations and preference of the Stock of a Person.


 


“Other Connection
Taxes” means, with respect to any Secured Party, Taxes imposed as a result of a present or former connection between such
Secured Party and the jurisdiction imposing such Tax, other than any such connection arising solely from the Secured Party having
executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected as a security
interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in
any Loan or Loan Document.


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except for any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 9.22).


 


“Patents”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to letters patent and applications therefor.


 




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“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, P.L. 107-56.


 


“PBGC”
means the United States Pension Benefit Guaranty Corporation or any successor thereto.


 


“Permits”
means, with respect to any Person, any permit, approval, clearance, authorization, license, registration, certificate, concession,
grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each
case whether or not having the force of law and applicable to or binding upon such Person or any of its property or Products or
to which such Person or any of its property or Products is subject, including without limitation all Registrations.


 


“Permitted Acquisition”
means any Acquisition by (i) a Credit Party of substantially all of the assets of a Target or (ii) a Credit Party of 100% of the
Stock and Stock Equivalents of a Target, in each case, to the extent that each of the following conditions shall have been satisfied:


 


(a)          the
Borrower Representative shall have delivered to Agent prior to or concurrently with the consummation thereof (other than with respect
to a De Minimis Acquisition):


 


(i) notice
of such Acquisition setting forth in reasonable detail the terms and conditions of such Acquisition; and


 


(ii) a certificate
of a Responsible Officer of the Borrower Representative demonstrating on a pro forma basis after giving effect to the consummation
of such Acquisition that, as of the last day of the most recent month for which financial statements have been delivered pursuant
to Section 4.1(c), the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI,
recomputed for the most recent fiscal month for which financial statements have been delivered (assuming for such purpose
that the levels and amounts, as applicable, required as of any date occurring prior to the date any such covenant is first required
to be tested under Article VI equal the first such level or amount, as applicable, required in connection with such first
test);


 


(b)          the
Borrower Representative shall have delivered to Agent (other than with respect to a De Minimis Acquisition) as soon as available,
executed counterparts of the respective agreements, documents or instruments pursuant to which such Acquisition is to be consummated
(including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules
to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed
or delivered in connection therewith;


 


(c)          such
Credit Party acquired shall have obtained, to the extent required under the related acquisition agreement, all material consents
and approvals from applicable Governmental Authorities (including any environmental assessments);


 


(d)          the
Credit Parties (including any new Subsidiary to the extent required by Section 4.13) shall execute and deliver the agreements,
instruments and other documents required by Section 4.13 subject, with respect to perfection of Liens in the case of an Acquisition
being financed solely with proceeds of an Incremental Facility, to customary “Funds Certain Provisions”;


 


(e)          such
Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders
or other equityholders of the Target;


 




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(f)          without
limiting the conditions set forth in Section 2.2 if such Acquisition is being financed with the proceeds of Loans, no Default or
Event of Default shall then exist or would exist after giving effect thereto or, with respect to an Acquisition being financed
solely with proceeds of an Incremental Facility, no Default or Event of Default exists as of, or would exist if such Acquisition
were consummated on, the signing date of the applicable acquisition agreement unless, with respect to such Acquisition financed
with proceeds of an Incremental Facility, the Persons holding not less than a majority of the commitments to provide such Incremental
Facility waive such Default or Event of Default as a condition to such Acquisition;


 


(g)          after
giving effect to such Acquisition (other than with respect to a De Minimis Acquisition), Liquidity shall be not less than the greater
of $4,250,000 and 35% of the Aggregate Revolving Loan Commitment and, on average on a proforma basis for the ninety day period
immediately preceding such Acquisition; and


 


(h)          the
total consideration paid or payable (including without limitation, all transaction costs, Indebtedness incurred, assumed and/or
reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition
and the maximum amount of all deferred payments, including earnouts) for all Acquisitions of the Stock of a Target not organized
under the laws of any State in the United States or the District of Columbia or of Property all or substantially all of which is
not located within the United States consummated during the term of this Agreement shall not exceed $1,000,000 in the aggregate
for all such Acquisitions.


 


Notwithstanding the foregoing,
no Accounts acquired by a Credit Party in a Permitted Acquisition shall be included as Eligible Accounts until a field examination
with respect thereto has been completed to the satisfaction of Agent, including the establishment of Reserves required in Agent’s
Permitted Discretion; provided that field examinations and appraisals in connection with Permitted Acquisitions shall not count
against the limited number of field examinations or appraisals for which expense reimbursement may be sought.


 


“Permitted Discretion”
means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender)
business judgment.


 


“Permitted Refinancing”
means Indebtedness constituting a refinancing or extension of Indebtedness permitted under Section 5.5(c) or 5.5(d)
that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness being
refinanced or extended, (b) has a Weighted Average Life to Maturity (measured as of the date of such refinancing or extension)
and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as part of a sale leaseback
transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or
extended, (e) the obligors of which are the same as the obligors of the Indebtedness being refinanced or extended and (f) is otherwise
on terms no less favorable to the Credit Parties and their Subsidiaries, taken as a whole, than those of the Indebtedness being
refinanced or extended.


 


“Person”
means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company,
estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other
entity or Governmental Authority.


 


“Prior Indebtedness”
means the Indebtedness and obligations under and related to that certain Loan and Security Agreement, dated as of August 31, 2012,
by and among Prior Lender and the Borrowers, as amended, restated, supplemented or otherwise modified as of the Closing Date.


 


“Prior Lender”
means Square 1 Bank.


 


“Products”
means any item or any service that is designed, created, manufactured, managed, performed, or otherwise used, offered, or handled
by or on behalf of the Credit Parties or any of their Subsidiaries.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


 




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“Public Health
Laws” means all applicable Requirements of Law relating to the procurement, development, manufacture, production, analysis,
distribution, dispensing, importation, exportation, use, handling, quality, sale, or promotion of any drug, medical device, food,
dietary supplement, or other product (including, without limitation, any ingredient or component of the foregoing products) subject
to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seq.) and similar state laws, controlled substances
laws, pharmacy laws, or consumer product safety laws.


 


“Rate Contracts”
means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements
designed to provide protection against fluctuations in interest or currency exchange rates.


 


“Real Estate”
means any Real Estate owned, leased, subleased or otherwise operated or occupied by any Credit Party or any Subsidiary of any Credit
Party.


 


“Registrations”
means all Permits and exemptions issued or allowed by any Governmental Authority (including but not limited to new drug applications,
abbreviated new drug applications, biologics license applications, investigational new drug applications, over-the-counter drug
monograph, device pre-market approval applications, device pre-market notifications, investigational device exemptions, product
recertifications, manufacturing approvals and authorizations, CE Marks, pricing and reimbursement approvals, labeling approvals
or their foreign equivalent, controlled substance registrations, and wholesale distributor permits) held by, or applied by contract
to, any Credit Party or any of its Subsidiaries, that are required for the research, development, manufacture, distribution, marketing,
storage, transportation, use and sale of the Products of any Credit Party or any of its Subsidiaries.


 


“Regulatory Matters”
means, collectively, activities and Products that are subject to Public Health Laws.


 


“Related Persons”
means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,
attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection
with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents
of or to such Person or any of its Affiliates.


 


“Releases”
means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.


 


“Remedial Action”
means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor
environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations and post-remedial
monitoring and care with respect to any Hazardous Material.


 


“Required Lenders”
means at any time (a) Lenders then holding more than fifty percent (50%) of the sum of the Aggregate Revolving Loan Commitment
then in effect, or (b) if the Aggregate Revolving Loan Commitments have terminated, Lenders then holding more than fifty percent
(50%) of the sum of the aggregate unpaid principal amount of Loans then outstanding and outstanding Letter of Credit Obligations.


 


“Requirement
of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international
laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions,
decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and
other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the
force of law and that are applicable to or binding upon such Person or any of its Property or Products or to which such Person
or any of its Property or Products is subject. For the avoidance of doubt, the term “Requirement of Law” shall include
FATCA and any intergovernmental agreements with respect thereto between the United States and another jurisdiction.


 




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“Reserves”
means, with respect to the Borrowing Base (a) reserves established by Agent from time to time against Eligible Accounts
pursuant to Section 1.13, and (b) such other reserves against Eligible Accounts or Availability that Agent may, in its Permitted
Discretion, establish from time to time. Without limiting the generality of the foregoing, Reserves established to ensure the payment
of interest expenses or Indebtedness shall be deemed to be an exercise of Agent’s Permitted Discretion.


 


“Responsible
Officer” means the chief executive officer or the president of a Borrower or the Borrower Representative, as applicable,
or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial
covenants or delivery of financial information, the chief financial officer or the treasurer of a Borrower or the Borrower Representative,
as applicable, or any other officer having substantially the same authority and responsibility.


 


“Revolving Lender”
means each Lender with a Revolving Loan Commitment (or if the Revolving Loan Commitments have terminated, who hold Revolving Loans
or Letter of Credit Obligations).


 


“Revolving Note”
means a promissory note of the Borrowers payable to a Lender in substantially the form of Exhibit 11.1(d) hereto, evidencing
Indebtedness of the Borrowers under the Revolving Loan Commitment of such Lender.


 


“Revolving Termination
Date” means the earlier to occur of: (a) November 17, 2017 (provided that such date shall be extended to November 18, 2019
if Usage as of such date exceeds one-third (1/3) of the Aggregate Revolving Loan Commitment);
and (b) the date on which the Aggregate Revolving Loan Commitment shall terminate in accordance with the provisions of this Agreement.


 


“Rite-Aid”
means Rite Aid Hdqtrs. Corp.


 


“S&P”
means Standard & Poor’s Rating Services.


 


“Secured Party”
means Agent, each Lender, each L/C Issuer, each other Indemnitee and each other holder of any Obligation of a Credit Party.


 


“Software”
means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data,
whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.


 


“Solvent”
means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person
(both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and
unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature
and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities
at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Special Flood
Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood
equal to or exceeding the base flood elevation (a 100-year flood) in any given year.


 




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“SPV” means
any special purpose funding vehicle identified as such in a writing by any Lender to Agent.


 


“Stock”
means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership
or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless
of how designated) of or in a Person (other than an individual), whether voting or non-voting.


 


“Stock Equivalents”
means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other
rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible,
exchangeable or exercisable.


 


“Subordinated
Indebtedness” means any unsecured Indebtedness of any Credit Party which is subordinated (pursuant to an agreement in form
and substance reasonably satisfactory to Agent) to the Obligations as to right and time of payment and as to other rights and remedies
thereunder and having such other terms as are, in each case, reasonably satisfactory to Agent.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other
entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent
(50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries
of such Person.


 


“Target”
means any Person or business unit or asset group of any Person acquired or proposed to be acquired in an Acquisition.


 


“Tax Affiliate”
means, (a) each Borrower and its Subsidiaries. (b) each other Credit Party and (c) any Affiliate of a Borrower with which such
Borrower files or is eligible to file consolidated, combined or unitary Tax returns.


 


“Title IV Plan”
means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise
has any obligation or liability, contingent or otherwise.


 


“Trade Secrets”
means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to
trade secrets.


 


“Trademark”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations
thereof and all applications in connection therewith.


 


“UCC” means
the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial
Code, the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“United States”
and “U.S.” each means the United States of America.


 


“Usage”
means, as of any date of determination, the average of:


 


(a) the daily balances
of the Aggregate Revolving Loan Commitment during the preceding twelve calendar months, less


 




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(b) the sum of (i)
the daily balance of all Revolving Loans plus (ii) the daily amount of Letter of Credit Obligations, in each case, during the preceding
twelve calendar months.


 


“U.S. Lender
Party” means each of Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is a United States
person as defined in Section 7701(a)(30) of the Code.


 


“Walgreens”
means Walgreen Co.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the
sum of the products obtained by multiplying (i) the amount of each then remaining installment or other required payments of principal,
including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness;
provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced,
refunded, renewed, replaced or extended, the effects of any prepayments made on such Indebtedness prior to the date of the applicable
extension shall be disregarded.


 


“Wholly-Owned
Domestic Subsidiary” means any Wholly-Owned Subsidiary that is a Domestic Subsidiary.


 


“Wholly-Owned
Subsidiary” of a Person means any Subsidiary of such Person, all of the Stock and Stock Equivalents of which (other than
directors’ qualifying shares required by law) are owned by such Person, either directly or through one or more Wholly-Owned
Subsidiaries of such Person.


 


11.2         Other
Interpretive Provisions.


 


(a)          Defined
Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall
have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined
terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms)
not otherwise defined herein and that are defined in the UCC shall have the meanings therein described.


 


(b)          The
Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used
in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any
particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are
to this Agreement or such other Loan Documents unless otherwise specified. 


 


(c)          Certain
Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced. The term “including” is not limiting and means “including without
limitation.”


 


(d)          Performance;
Time. Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall
be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied
on the next succeeding Business Day. For the avoidance of doubt, the initial payments of interest and fees relating to the Obligations
(other than amounts due on the Closing Date) shall be due and paid on the first day of the first month or quarter, as applicable,
following the entry of the Obligations onto the operations systems of Agent, but in no event later than the first day of the second
month or quarter, as applicable, following the Closing Date. In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including”; the words “to” and “until”
each mean “to but excluding”, and the word “through” means “to and including.” All references
to the time of day shall be a reference to New York time. If any provision of this Agreement or any other Loan Document refers
to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted
to encompass any and all means, direct or indirect, of taking, or not taking, such action.


 




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(e)          Contracts.
Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments,
including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements
and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the
extent such amendments and other modifications are not prohibited by the terms of any Loan Document.


 


(f)          Laws.
References to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference
and, except as otherwise provided with respect to FATCA, are to be construed as including all statutory and regulatory provisions
related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.


 


11.3         Accounting
Terms and Principles.


 


All accounting determinations
required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change
in the accounting principles used in the preparation of any financial statement hereafter adopted by IGI shall be given effect
for purposes of measuring compliance with any provision of Article V or VI unless the Borrowers, Agent and the Required
Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial
statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between
the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other
provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to any election
under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to
value any Indebtedness or other Liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.”
A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination
by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such
breach are delivered to Agent.


 


11.4         Payments.


 


Agent may set up
standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than
Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Credit Party or any L/C Issuer.
Any such determination or redetermination by Agent shall be conclusive and binding for all purposes, absent manifest error. No
determination or redetermination by any Secured Party or any Credit Party and no other currency conversion shall change or release
any obligation of any Credit Party or of any Secured Party (other than Agent and its Related Persons) under any Loan Document,
each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted.
Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or
lower amounts and may determine reasonable de minimis payment thresholds.


 


[Signature Pages Follow.]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day
and year first above written.


 


	 	BORROWERS:
	 	 
	 	IGI LABORATORIES, INC.
	 	 
	 	By:	/s/ Jenniffer Collins
	 	Name:	Jenniffer Collins
	 	Title:	Chief Financial Officer
	 	 
	 	IGEN INC.
	 	 
	 	By:	/s/ Jenniffer Collins
	 	Name:	Jenniffer Collins
	 	Title:	Chief Financial Officer
	 	 	 
	 	IGI LABS, INC.
	 	 
	 	By:	/s/ Jenniffer Collins
	 	Name:	Jenniffer Collins
	 	Title:	Chief Financial Officer
	 	 	 
	 	BORROWER REPRESENTATIVE:
	 	 
	 	IGI LABS, INC.
	 	 	 
	 	By:	/s/ Jenniffer Collins
	 	Name:	Jenniffer Collins
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for notices:
	 	IGI Laboratories, Inc.




	 	IGI Labs, Inc.




	 	105 Lincoln Avenue




	 	Buena, NJ 08310




	 	Attn:	Jenniffer Collins, Chief Financial Officer




	 	Facsimile:	856-697-2259






 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day
and year first above written.


 


	 	GENERAL ELECTRIC CAPITAL CORPORATION,
	 	as Agent
	 	 	 
	 	By:	/s/ Verleria King-Jones
	 	Name:	Verleria King-Jones
	 	Title:	Its Duly Authorized Signatory
	 	 	 
	 	Address for Notices: 
	 	 
	 	General Electric Capital Corporation
	 	Healthcare Financial Services
	 	500 West Monroe Street, Chicago, Illinois 60661
	 	Attn:  IGI Labs Account Officer
	 	Facsimile: (866) 364-4843






 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day
and year first above written.


 


	 	GE CAPITAL BANK,
	 	as a Lender
	 	 
	 	By:	/s/ Jeffrey M. Thomas
	 	Name:	Jeffrey M. Thomas
	 	Title: 	Duly Authorized Signatory
	 	 	 
	 	Address for notices:
	 	GE Capital Bank c/o
	 	General Electric Capital Corporation
	 	Healthcare Financial Services
	 	500 West Monroe Street, Chicago, Illinois 60661
	 	Attn:  IGI Labs Account Officer
	 	Facsimile: (312) 441-7598



  


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


Schedule 1.1(b)


 


Revolving Loan Commitments


 


	GE Capital Bank	$	10,000,000