The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

Covenants. If Parent, any Loan Party or any of their respective Subsidiaries, as applicable:

Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by either Party on or prior to the Closing shall have been performed or complied with in all material respects.

Covenants. So long as principal of and interest on the Term Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied, the Borrower shall comply with all the covenants and agreements applicable to it contained in Articles VI (Affirmative Covenants) and VII (Negative Covenants) of the Incorporated Agreement, including for purposes of this Paragraph 4 each Additional Incorporated Agreement Covenant. The covenants and agreements of the Borrower referred to in the preceding sentence (including all exhibits, schedules and defined terms referred to therein) are hereby (or, in the case of each Additional Incorporated Agreement Covenant, shall, upon its effectiveness, be) incorporated herein by reference as if set forth in full herein with appropriate substitutions, including the following:

Covenants. From the date hereof until the date of the full, final and complete satisfaction of the Loans and all other amounts payable or accrued hereunder (the “Repayment Date”), the Borrower shall:

Covenants. The benefits provided for under this Agreement are subject to the following:

Section # Effect of Termination. Upon termination under this Article X, all rights and obligations of the Parties shall terminate without any liability of any Party to any other Party except that the provisions of the covenants and agreements made by the Parties herein under Section 8.9, this Article X and Article XI will survive indefinitely in accordance with their terms.

Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

In the event of the termination of this Agreement pursuant to the terms of this Agreement, this Agreement shall forthwith terminate and have no further force and effect, except that # the covenants and agreements set forth in Section 7.3 (Publicity), this Section 9.2 and Article XI, shall survive such termination indefinitely, # except in the event of termination under Section 9.1(a), nothing in this Section 9.2 shall be deemed to release any Party for knowing or willful breaches of the covenants contained in this Agreement prior to the time of such termination, and # nothing in this Section 9.2 shall be deemed to release any Party from any liability for fraud, gross negligence, or willful misconduct.

FIRST: The Parties agree that Employee’s Employment shall terminate effective as of the Termination Date. THE PARTIES FURTHER AGREE THAT THE EMPLOYMENT CONTRACT SHALL TERMINATE AS OF THE TERMINATION DATE AND THAT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS, DUTIES, OR OBLIGATIONS UNDER THE EMPLOYMENT CONTRACT, EXCEPT THAT ARTICLE IV, COVENANTS, AND ARTICLE V, MISCELLANEOUS, OF THE EMPLOYMENT CONTRACT AND THE RIGHTS, DUTIES, AND OBLIGATIONS OF EACH PARTY THEREUNDER SHALL SURVIVE THE TERMINATION OF THE EMPLOYMENT CONTRACT.