SECTION # Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:

Conditions Precedent to Effectiveness of Commitment Extension. Subject to the satisfaction of the following conditions, the Commitment Extension shall be effective as of the Extension Date:

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall become effective upon the satisfaction in full or waiver by all Lenders of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “Amendment Effective Date”):

SECTION #Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to the Administrative Agent

Effectiveness; Term. This Agreement shall apply to tax matters arising on and after January 1, 2021 and all rights and obligations arising hereunder shall survive until the later of # when they are fully effectuated or performed or # the expiration of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof).

Continuing Effectiveness. Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect and neither party by virtue of entering into this Amendment is waiving any rights it has under the Employment Agreement, and once this Amendment is executed by the parties hereto, all references in the Employment Agreement to “the Agreement” or “this Agreement,” as applicable, shall refer to the Employment Agreement as modified by this Amendment.

For not more than 20 consecutive days or for a total of not more than 30 days in any six month period, the Purchaser may suspend the use of any Prospectus included in any Registration Statement contemplated by this Article 9 in the event that the Purchaser determines in good faith that such suspension is necessary to # delay the disclosure of material non-public information concerning the Purchaser, the disclosure of which at the time is not, in the good faith opinion of the Purchaser, in the best interests of the Purchaser or # amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an "Allowed Delay"); provided, that the Purchaser shall promptly # notify the Vendor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of the Vendor) disclose to the Vendor any material non-public information giving rise to an Allowed Delay; # advise the Vendor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and # use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. The Purchaser will use commercially reasonable efforts to # prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement by the SEC; and # if such order is issued, obtain the withdrawal of any such order at the earliest possible moment.

Continued Effectiveness. This Assignment shall be binding upon Assignor and its successors and assigns and shall inure to the benefit of the Collateral Agent and each Purchaser and each of their respective successors and assigns.

The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment of the following conditions:

Conditions. Each Incremental Facility shall become effective as of the Incremental Effective Date; provided that: