“Amendment No. 5” means Amendment No. 5 to this Agreement, dated as of April 12, 2021.

“Amendment No. 5 Effective Date” has the meaning assigned to such term in Amendment No. 5.

Any Bank claiming any additional amounts payable pursuant to [subsection 2.13, 2.14 or 2.15]5]5] or exercising its rights under [subsection 2.12], shall, in accordance with the respective provisions thereof, provide notice to ​ and the Agent. Such notice to ​ and the Agent shall include details reasonably sufficient to establish the basis for such additional amounts payable or the rights to be exercised by the Bank.

“Permitted Transferee” shall mean any Person designated as a Permitted Transferee in accordance with the provisions of [subsection G(5)] of Article XIV.

“GAAP”: # with respect to determining compliance by ​ with the provisions of [subsections 7.1, 7.2 and 7.5]5]5], generally accepted accounting principles in the United States of America consistent with those utilized in preparing the audited financial statements referred to in [subsection 4.6] and # with respect to the furnishing of financial statements pursuant to [subsection 6.4] and otherwise, generally accepted accounting principles in the United States of America from time to time in effect.

“Amendment No. 5 Fee Letter” means the Amendment Fee Letter dated as of the Amendment No. 5 Effective Date by and between the Administrative Agent and the Parent Borrower.

#The Administrative Agent shall give prompt notice to each Bank of any amendment effected pursuant to [subsection 15.1(b)].

Amendment. Upon the effectiveness of this Amendment the Loan Agreement is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as attached hereto as Exhibit A.

Amendment. Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date.

Amendment. Prior to or promptly following the Assumption Date, the parties to this Agreement will enter into one or more amendments or supplements acceptable in form and content to the Backup Servicer and the Administrative Agent (acting at the direction of the Required Lenders), providing for such modifications of this Agreement as are necessary to permit the Backup Servicer to fulfill its responsibilities hereunder as Successor Servicer.