Common use of Notwithstanding Section 2 Clause in Contracts

Notwithstanding Section 2. 03, (a) at and after the Distribution, ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Welfare Plans shall be responsible for all Liabilities in respect of COBRA and any applicable similar state laws (the “COBRA Liabilities”) with respect to Cable Employees and Former Cable Employees (and their respective dependents) who became eligible to receive continued health coverage under such laws prior to the Distribution (the “Pre-Distribution COBRA Employees”), (b) during the Continuation Period and subject to Cable’s obligation to reimburse ▇▇▇▇▇▇ in accordance with Section 13.02, ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Welfare Plans shall provide continued health coverage with respect to Cable Employees and Former Cable Employees (and their respective dependents) who became eligible to receive such coverage under COBRA or any applicable similar state law after the Distribution but on or prior to December 31, 2015 (the “Continuation Period COBRA Employees”), and (c) as of January 1, 2016, Cable and the Cable Welfare Plans shall be responsible for all COBRA Liabilities with respect to the Continuation Period COBRA Employees and Cable Employees and Former Cable Employees (and their respective dependents) who became eligible to receive continued health coverage under COBRA or any applicable similar state law after the Distribution (the “Post-Continuation Period COBRA Employees”); provided that Continuation Period COBRA Employees shall, during the Continuation Period, remit the premiums required for each such participant’s participation in the applicable plan(s) (the “COBRA Premium Amounts”) directly to the third-party administrator of the applicable governing plan (in accordance with past practice) within the time required under the governing plan documents. In addition, Cable shall indemnify, defend and hold harmless the members of the ▇▇▇▇▇▇ Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by Cable, or the failure of Cable to meet its COBRA obligations to Cable Employees, Former Cable Employees and their respective dependents.

Notwithstanding Section 2. 034(a) hereof, (i) The parties hereto acknowledge that a UCC financing statement has been filed with the Delaware Secretary of State against the Borrower in favor of the Longitude Holder perfecting a Lien against all personal property of the Borrower, and promptly upon the execution of the DI Security Documents, the DI Collateral Agent shall file an equivalent UCC financing statement with the Delaware Secretary of State; (aii) at The parties hereto acknowledge that in connection with the execution of the Evolus/DI Guaranty and after the Distribution, ▇▇▇▇▇▇ Security Agreement and the ▇▇▇▇▇▇ Welfare Plans Evolus/Longitude Guaranty and Security Agreement, respectively, separate UCC financing statements will be filed with the Delaware Secretary of State against the Guarantor in favor of the DI Collateral Agent and in favor of the Longitude Holder, respectively, in each case perfecting a Lien against all personal property of the Guarantor; (iii) The DI Collateral Agent may obtain custody or control of any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts or other possessory Collateral, which shall be responsible held by the DI Collateral Agent for all Liabilities the benefit of the Longitude Creditors and the DI Creditors, as provided in Section 7 hereof; (iv) The DI Collateral Agent may enter into a control agreement in respect of COBRA any Collateral with any depository or other holder of deposit accounts or security accounts or any other holder of investment property), which Collateral shall be held by the DI Collateral Agent for the benefit of the Longitude Creditors and the DI Creditors, as provided in Section 7 hereof; provided; however, that any applicable similar state laws (proceeds obtained by the “COBRA Liabilities”) Longitude Holder and the DI Collateral Agent in connection with an Enforcement Action with respect to Cable Employees any and Former Cable Employees (and their respective dependents) who became eligible to receive continued health coverage under such laws prior to all the Distribution (the “Pre-Distribution COBRA Employees”), (b) during the Continuation Period and subject to Cable’s obligation to reimburse ▇▇▇▇▇▇ Collateral shall be allocated in accordance with Section 13.02, ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Welfare Plans shall provide continued health coverage with respect to Cable Employees and Former Cable Employees (and their respective dependents3(b) who became eligible to receive such coverage under COBRA or any applicable similar state law after the Distribution but on or prior to December 31, 2015 (the “Continuation Period COBRA Employees”), and (c) as of January 1, 2016, Cable and the Cable Welfare Plans shall be responsible for all COBRA Liabilities with respect to the Continuation Period COBRA Employees and Cable Employees and Former Cable Employees (and their respective dependents) who became eligible to receive continued health coverage under COBRA or any applicable similar state law after the Distribution (the “Post-Continuation Period COBRA Employees”); provided that Continuation Period COBRA Employees shall, during the Continuation Period, remit the premiums required for each such participant’s participation in the applicable plan(s) (the “COBRA Premium Amounts”) directly to the third-party administrator of the applicable governing plan (in accordance with past practice) within the time required under the governing plan documents. In addition, Cable shall indemnify, defend and hold harmless the members of the ▇▇▇▇▇▇ Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by Cable, or the failure of Cable to meet its COBRA obligations to Cable Employees, Former Cable Employees and their respective dependentshereof.