Service Condition and Forfeiture. In order for any Shares hereunder to become Eligible Shares and to vest, Participant must have continuously satisfied the Service Condition through the applicable Achievement Date, and continue to satisfy the Service Condition through the Vesting Date or experience an Acceleration Event after the Achievement Date but before the Vesting Date. Except with respect to any Eligible Shares that may vest on an Acceleration Event in accordance with the prior sentence, on the Expiration Date, any outstanding Shares subject to this Award that have not vested immediately will be forfeited and returned to the Company, and Participant will have no further rights with respect to such Shares.

Pro Forma Financial Condition. Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, that # EBITDA for Borrower and its Subsidiaries for the trailing twelve month period ended March 31, 2019 shall be not less than $26,000,000 and # the Leverage Ratio shall be less than 1.00:100, in each case, both immediately before and immediately after giving Pro Forma Effect to the Transactions.

Death or Terminal Condition. Executive will be entitled to receive such accelerated vesting of Executive’s outstanding time-vesting equity awards consistent with the terms and conditions of the Company’s Death or Terminal Condition Policy, as may be amended from time to time.

Financial Condition and Operations. The balance sheets of Borrower as of June 30, 2019, and the related statements of income and, with respect to the period ended June 30, 2019, the related statement of cash flow of Borrower for the fiscal period then ended, copies of which have been furnished to Bank, fairly present in all material respects the financial condition of Borrower as at such date and the results of the operations of Borrower for the period ended on such dates, all in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to normal year-end audit adjustments, and since June 30, 2019, there has been no material adverse change in such condition or operations.

Condition of the Premises. The Tenant agrees that the Premises, including any fixtures, appliances, and personal property described in this Lease or listed on the Schedules as part of the Premises, is in satisfactory operating and sanitary condition. Notwithstanding the foregoing, the Tenant shall complete the list of exceptions provided by the Landlord within five days of the Tenant’s occupancy, unless such time is extended pursuant to any applicable law or regulation.

Condition of Continued Employment. In the event of a Change in Control (other than the approval of a plan of liquidation described in [Section 1(c)]), the Corporation (or surviving entity in the event of a merger or consolidation) may require as a condition to the Change in Control Payment that Executive continue in employment for a period of up to six (6) months after the consummation of the Change in Control (“Period of Continued Employment”). The Corporation or surviving entity shall inform Executive of the condition of continued employment through a written notice furnished by personal delivery, overnight delivery by a recognized carrier or certified mail, return receipt requested, delivered within forty-five (45) days after the consummation of the Change in Control. During the Period of Continued Employment Executive’s pre-existing salary (or greater amount), benefits (or similar benefits which are equivalent in the aggregate) and duties (or comparable duties) shall remain effective and the location of Executive’s employment shall not, without Executive’s consent, be changed from the location immediately prior to the Change in Control. If this [Section 4] applies, Executive shall

Financial Statements; Financial Condition. All consolidated financial statements for Co-Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Co-Borrower’s consolidated financial condition and Co-Borrower’s consolidated results of operations. There has not been any material deterioration in Co-Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that # after giving effect to the Transactions, the Credit Parties and each of their Subsidiaries are, on a Consolidated basis, Solvent, # the financial projections previously delivered to the Administrative Agent represent the good faith estimates (utilizing reasonable assumptions) of the financial condition and operations of the Borrower and its Subsidiaries and # attached thereto is a calculation of the Applicable Margin.

Restriction Period; Performance Condition. For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending as set forth in the Award Notice (the “Restriction Period”). The Board Committee may, in accordance with the Plan and to the extent permitted by Section 409A of the Code (if applicable), accelerate the expiration of the Restriction Period as to some or all of the Restricted Units at any time, which may cause the Award not to be a Qualified Performance Based Award. As set forth in Section 3, the Award includes a performance condition (the “Performance Condition”) such that vesting and payout rights are contingent upon attainment during the performance period (the “Performance Period”) of the performance objective(s) set forth in the Award Notice or Statement of Performance Goals (however designated) delivered or made available to the Employee at the time of the Award (the “Statement of Performance Goals”). The Board, the Board Committee, or its designee shall make the final determination as to whether the Performance Condition has been satisfied as soon as administratively practicable following the expiration of the Performance Period, but in no event later than the 15th day of the third month following the expiration of the Performance Period.

Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under [Section 2.14, 2.15 or 2.16]6], or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 2:00 p.m. (New York City time) on the date when due, in immediately available funds, without set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Bank or the Swingline Lender as expressly provided herein and payments pursuant to [Sections 2.14, 2.15, 2.16 and 9.03]3]3], which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.