Beneficiary: Such natural person or persons, or the trustee of an inter vivos trust for the benefit of natural persons, entitled to receive a Participant's death benefits under the Plan, as provided in [Section 6.3] hereof.

Anniversary Fee. A non-refundable anniversary fee of ​ (the “Anniversary Fee”) is earned as of the Effective Date and is due and payable on the earliest to occur of # one quarter payable on each of the 1st, 2nd, 3rd and 4th anniversaries of the Effective Date (for avoidance of doubt ​ of such fee shall be due on each such anniversary), # the termination of this Agreement or # the occurrence and continuance of an Event of Default and an acceleration by Bank of the Obligations under this Agreement and the other Loan Documents.

-1. No Employee shall participate in the Plan while his or her Service is covered by a collective bargaining agreement between an Employer and the Employee’s collective bargaining representative if # retirement benefits have been the subject of good faith bargaining between the Employer and the representative and # the collective bargaining agreement does not provide for the Employee’s participation in the Plan.

-1. The Employer shall from time to time contribute, with respect to a Plan Year, such amounts as it may determine from time to time. The Employer shall have no obligation to contribute any amount under this Plan except as so determined in its sole discretion. The Employer’s contributions and available forfeitures for a Plan Year shall be credited as of the last day of the year to the Accounts of the Active Participants in the manner set forth in [Section 8.1-2]2].

:1.00, and # after such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary or hold any Indebtedness of or any Lien on any property of the Borrower or the Restricted Subsidiaries that would not then be permitted to be incurred by the Borrower or the Restricted Subsidiaries, as applicable (it being expressly understood and agreed that any such Indebtedness or Lien shall be deemed to have been incurred or granted by the Borrower or the Restricted Subsidiaries, as applicable, on the date of such designation). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is a Permitted Investment or is then permitted under [Section 6.04(a)]). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to # the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, minus # the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the Subsidiaries listed on [Schedule 5.09] have been designated as Unrestricted Subsidiaries.

Commitment Fee and Anniversary Fee. In connection with the Revolving Line, # a fully earned, non-refundable commitment fee of ​ due and payable on the Third Amendment Effective Date (the “Commitment Fee”) and # a fully earned, non-refundable anniversary fee of ​ due and payable on each anniversary of the Third Amendment Effective Date.

Anniversary Date is ​, and thereafter the Anniversary Date shall be the first day of each Plan Year.

This option will become exercisable (“vest”) as to 1/4th of the original number of Shares on the first anniversary of ​ and as to an additional 1/48th of the original number of Shares at the end of each successive one month period following the first anniversary of ​ until the fourth anniversary of ​.

[Section 1.01] of the Credit Agreement is hereby amended to delete the definitions of “Applicable Rate” and “Interest Period” in their entirety and replace such definitions with the following:

[Section 1.01] of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order to read as follows: