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:

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.

Integration; Effectiveness This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof Except as provided in [Section 401], this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns

Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by all of the other Parties hereto and Marigold has received the Montage Termination Fee as provided in Section 2 of the Agreement. Until and unless each Party has received a counterpart hereof signed by the other Party hereto and Marigold has received the Montage Termination Fee as provided in Section 2 of theAgreement, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.

SECTION # Conditions to Effectiveness.

Conditions. As a condition precedent to the effectiveness of any Incremental Commitments, ​ shall deliver to the Administrative Agent and the Lenders # such information as may be requested pursuant to [Section 4.01(a)(x), (ii)])] legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and # a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # certifying that, before and after giving effect to such increase, # the representations and warranties contained in [Article V] and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except # if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, # to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and # that for purposes of this [Section 2.14], the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to [clauses (a) and (b)], respectively, of [Section 6.01], # immediately after giving effect to such Incremental Commitments (assuming that such Incremental Commitments have been fully utilized), ​ is in compliance on a pro forma basis with the financial covenant set forth in [Section 7.05], and # no Default exists or will result from the borrowings to be made on the Increase Effective Date; provided that if such Incremental Commitments are being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements in this [clause (iii)] were satisfied in accordance with Section 1.10. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to [Section 3.05]) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.