Year-End Financials. As soon as available and in any event within 110 days after the end of each fiscal year of the Borrower, consolidated balance sheets and the related statements of income and cash flows of the Borrower and its Subsidiaries as of the close of such fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Annual Report on Form 10-K (or any successor form) for such year), all audited by KPMG LLP or other independent public accountants of recognized national standing, certified without any material qualification or exception as to the scope of such audit or any “going concern” or like qualification by such accountants, and accompanied by an opinion of such accountants to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

End of Life. ​ shall support ​ design and ​ manufacturing requirements to at least ​, with annual evergreen renewal. If ​ needs to discontinue manufacture of ​ product, ​ shall provide ​ notification of discontinuance of manufacturing ​ product.

Finance Charges. [[Organization B:Organization]] may, but is not required to, deduct the amount of accrued Finance Charge from Collections received by [[Organization B:Organization]]. The accrued and unpaid Finance Charge shall be due and payable within 10 calendar days after each Month End during the term hereof.

Charge-Off Policy. Borrowers shall establish and implement, in a manner reasonably satisfactory to Agent, a policy for charging off the unpaid balance of its delinquent Contracts (it being acknowledged and agreed that Borrowers’ policy as in effect on December 17, 2021 is satisfactory to Agent).

Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents is not paid by ​ by the date on which it is due, ​ shall pay to ​ upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by ​ in handling and processing such delinquent payment and to compensate ​ for the loss of the use of such delinquent payment, provided, however that no such late payment charge shall be due with respect to the principal amount of the Loan due on the Maturity Date. Any such amount shall be secured by the Mortgage and the other Loan Documents to the extent permitted by applicable law.

No Services Charge. The Company will not impose any service charge on any Holder for any transfer, exchange or exercise of any Warrant.

Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the ​ to be less than 1.25:1.00.

End of Employment Payments. Upon Executive’s termination of employment with the Company for any reason, or no reason, Executive shall not be entitled to receive any payment or other benefit, except as set forth in [Sections 4(c) and 4(d)])] below, except that Executive shall be entitled to receive # Executive’s fully earned but unpaid base salary, through the date such termination is effective (the “Separation Date”) at the rate then in effect plus all accrued but unused PTO, and # all other amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan of the Company at the time of the Separation Date in accordance with the terms of such plans, including, without limitation, any continuation of benefits required by COBRA or applicable law (the amounts in clauses (i) and (ii), the “Accrued Obligations”).

Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio determined for the most recently ended twelve (12) consecutive fiscal months of the Specified EBITDA Entities for which Agent has received financial statements shall be not less than 1.00 to 1.00 at all times, provided, that, the Loan Parties shall only be required to comply with the terms of this Section 7.1 during a Compliance Period, in which case such financial covenant shall be tested as of the last day of the then most recently ended fiscal quarter for which financial statements have been delivered and for each quarter end thereafter until the Compliance Period ends.

Term. The term of this Agreement shall be from the date hereof until December 31, 2021 unless terminated sooner in accordance with Section 5 or Section 6 hereof, provided, however, that the term shall be automatically extended for an additional year on January 1, 2022 and on January 1 of each year thereafter, unless either party hereto gives written notice of an intention not to extend this Agreement (a “Non-Renewal Notice”) on or before September 30 of the then current year, in which case no further automatic extension shall occur and the term of this Agreement shall end on December 31 of such year.