Common use of C I T A L S Clause in Contracts

C I T A L S. A. Borrower owns one hundred percent (100%) of the authorized and issued shares of stock in Amphastar France Pharmaceuticals, a société par actions simplifiée, organized under the laws of France (“Amphastar France”). B. Amphastar France has entered into or will be entering into, among other things, that certain Asset Purchase Agreement dated April 30, 2014 (together with any and all agreements, assignments, deeds of sale, and/or other documents or instruments to be executed and/or delivered in connection therewith, collectively, the “Asset Purchase Agreement”), with Diosynth France, a société anonyme à Directoire et Conseil de Surveillance (Management Committee and Supervisory Board), organized under the laws of France (“Seller”), as “Seller”, and Schering-Plough, a société par actions simplifiée, organized under the laws of France (“Schering-Plough”), pursuant to which, among other things, Amphastar France will acquire Seller’s business consisting of the manufacturing of active pharmaceutical ingredients (the “DF Manufacturing Business”) in a manufacturing facility located in Eragny-Sur-Epte, France (the “SP Facility”), including, without limitation, certain personal property of Seller, and certain real property of Schering-Plough upon which the SP Facility is located, and the SP Facility, all as more particularly set forth in the Asset Purchase Agreement (collectively, the “DF/SP Assets”) C. Borrower has requested that Lender provide it with a term loan in the principal amount of Twenty-One Million Nine Hundred Thousand and No/100 Dollars ($21,900,000.00) (the “Loan”) to fund, in part, Borrower’s loan to Amphastar France, the proceeds of which shall be used by Amphastar France to finance, in part, its acquisition of the DF/SP Assets in accordance with the Asset Purchase Agreement. D. Lender has agreed to provide Borrower with the requested term loan on the terms and conditions set forth herein. E. The obligations of Borrower to Lender under this Agreement shall be secured by, among other things, a lien and security interest in and to all of the Collateral (as herein defined) now or hereafter owned by Borrower.

C I T A L S. A. Borrower owns one hundred percent The Borrower, Parent, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto are parties to that certain Amended and Restated Credit Agreement, dated as of October 17, 2017 (100%) of as amended prior to the authorized and issued shares of stock in Amphastar France Pharmaceuticalsdate hereof, a société par actions simplifiée, organized under the laws of France (“Amphastar FranceExisting Credit Agreement”). B. Amphastar France has entered into or will be entering intoThe Parent, among other thingsWilmington Trust, National Association in its capacity as trustee and collateral agent, and the grantors from time to time party thereto are parties to that certain Asset Purchase Agreement Indenture, dated April 30as of October 12, 2014 2016 (together with any as amended, restated, amended and all agreementsrestated, assignmentsextended, deeds of sale, and/or other documents supplemented or instruments otherwise modified prior to be executed and/or delivered in connection therewith, collectivelythe date hereof, the “Asset Purchase AgreementExisting Second Lien Indenture”), with Diosynth France, a société anonyme à Directoire et Conseil de Surveillance (Management Committee and Supervisory Board), organized under the laws of France (“Seller”), as “Seller”, and Schering-Plough, a société par actions simplifiée, organized under the laws of France (“Schering-Plough”), pursuant to which, among other things, Amphastar France will acquire Seller’s business consisting of the manufacturing of active pharmaceutical ingredients (the “DF Manufacturing Business”) in a manufacturing facility located in Eragny-Sur-Epte, France (the “SP Facility”), including, without limitation, certain personal property of Seller, and certain real property of Schering-Plough upon which the SP Facility is located, and the SP Facility, all as more particularly set forth in the Asset Purchase Agreement (collectively, the “DF/SP Assets”). C. The Borrower has requested that Lender (a) the Lenders provide it with a term loan in the principal amount certain loans to and extensions of Twenty-One Million Nine Hundred Thousand and No/100 Dollars ($21,900,000.00) (the “Loan”) to fund, in part, Borrower’s loan to Amphastar France, the proceeds of which shall be used by Amphastar France to finance, in part, its acquisition credit on behalf of the DF/SP Assets Borrower to (i) refinance all amounts currently due under the Existing Credit Agreement, (ii) repay in accordance with full the Asset Purchase AgreementExisting Second Lien Indenture and the obligations thereunder, (iii) provide working capital for lease acquisitions, for exploration and production operations, for development (including the drilling and completion of producing wxxxx), and for acquisitions of oil and gas properties, and (iv) support other general corporate purposes of the Borrower and the Guarantors, (b) the Lenders amend and restate the Existing Credit Agreement in its entirety as contemplated hereby and by the other Loan Documents, and (c) the Issuing Bank provide Letters of Credit. D. Lender has agreed The Borrower desires to provide Borrower with continue the requested term loan on liens and security interests that secure both the secured obligations pursuant to the Existing Credit Agreement and the Secured Obligations contemplated by this Agreement by confirming its prior grant to the Administrative Agent, for the benefit of the Secured Parties, of a first-priority security interest in and continuing Lien upon substantially all of its assets as contemplated by, and subject to the terms and conditions set forth hereinof, the Loan Documents. E. The Parent directly owns all of the Equity Interests of the Borrower and has determined that it is in its best interests to continue the guarantee of both the guaranteed obligations of Borrower pursuant to Lender under the Existing Credit Agreement and the Secured Obligations contemplated by this Agreement shall be secured byand to confirm its prior pledge and grant to the Administrative Agent, among other thingsfor the benefit of the Secured Parties, of a lien and first-priority security interest in and to continuing Lien upon all of its rights, title and interest in the Collateral (Equity Interests of the Borrower and substantially all of its other assets as contemplated by, and subject to the terms and conditions of, the Loan Documents. F. In consideration of the mutual covenants and agreements herein defined) now or hereafter owned by Borrower.contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

C I T A L S. A. Borrower owns one hundred percent has executed and delivered to Lender the Note (100%which is hereinafter referred to as the “Note”), providing for monthly installments of principal and/or interest, with the balance thereof, if not sooner due or paid as set forth in the Note, due and payable on the Maturity Date; B. Lender wishes to secure (i) the prompt payment of the authorized and issued shares of stock in Amphastar France PharmaceuticalsNote, a société par actions simplifiée, organized under the laws of France (“Amphastar France”). B. Amphastar France has entered into or will be entering into, among other things, that certain Asset Purchase Agreement dated April 30, 2014 (together with all interest thereon in accordance with the terms of the Note, as well as the prompt payment of any additional indebtedness accruing to Lender on account of any future payments, advances or expenditures made by Lender pursuant to the Note or this Mortgage or any other agreement, document, or instrument securing the payment of the indebtedness evidenced by the Note (the Note, this Mortgage, and all agreements, assignments, deeds of sale, and/or any other documents evidencing or instruments to be securing the indebtedness evidenced by the Note or executed and/or delivered in connection therewith, and any modification, renewal, and/or extension thereof, are hereinafter collectively referred to as the “Loan Documents”), and (ii) the prompt performance of each and every covenant, condition, and agreement now or hereafter arising contained in the Loan Documents of Borrower. All payment obligations of Borrower are hereinafter sometimes collectively referred to as the “Indebtedness” and all other obligations of Borrower are hereinafter sometimes collectively referred to as the “Obligations”; and C. The Schedule of Defined Terms appearing immediately before this page is incorporated into this Mortgage by reference with the same force and effect as if contained in the body hereof. D. Subsequent to the closing of the “Loan” (as defined in the Note), subject to the terms of Paragraph 15 of this Mortgage, Borrower may transfer undivided tenant in common interests in the Property (provided, however, there may be no more than thirty-five (35) tenants in common (“Tenants in Common”) in the aggregate including Borrower (collectively “permitted TICs”) with the consent of Lender, as more specifically set forth in one or more Loan Assumption, Ratification and Consent Agreements(s) by and between Borrower, Guarantor, the Tenants in Common and Lender (individually and collectively, the “Asset Purchase Assumption Agreement”), with Diosynth Franceand upon the execution of such Assumption Agreement, a société anonyme à Directoire et Conseil de Surveillance (Management Committee and Supervisory Board), organized under the laws of France (“Seller”), as “Seller”, and Schering-Plough, a société par actions simplifiée, organized under the laws of France (“Schering-Plough”), pursuant Borrower” shall thereafter be deemed to which, among other things, Amphastar France will acquire Seller’s business consisting of the manufacturing of active pharmaceutical ingredients (the “DF Manufacturing Business”) in a manufacturing facility located in Eragny-Sur-Epte, France (the “SP Facility”), including, without limitation, certain personal property of Seller, and certain real property of Schering-Plough upon which the SP Facility is located, and the SP Facility, all as more particularly set forth in the Asset Purchase Agreement (collectively, the “DF/SP Assets”) C. collectively include Borrower has requested that Lender provide it with a term loan in the principal amount of Twenty-One Million Nine Hundred Thousand and No/100 Dollars ($21,900,000.00) (the “Loan”) to fund, in part, Borrower’s loan to Amphastar France, the proceeds of which shall be used by Amphastar France to finance, in part, its acquisition of the DF/SP Assets in accordance with the Asset Purchase Agreement. D. Lender has agreed to provide Borrower with the requested term loan on the terms and conditions set forth herein. E. The obligations of Borrower to Lender under this Agreement shall be secured by, among other things, a lien Mortgage and security interest all then existing Tenants in and to all of the Collateral (as herein defined) now or hereafter owned by BorrowerCommon.