Initial Loans. The agreement of each Tranche B Lender to make the Original Tranche B Loans requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such Original Tranche B Loans, of the following conditions precedent, provided that the requirements of this Section 3.01 shall not apply to matters referred to in Section 5.14:

Initial Term Loans. Subject to the terms and conditions set forth herein, certain Term Lenders made Initial Term Loans to the Borrower on the Initial Term Loan Borrowing Date. Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed.

Initial Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders holding Initial Term Loans outstanding in consecutive quarterly scheduled installments on each March 31, June 30, September 30 and December 31 (commencing on March 31, 2017) as set forth below (which scheduled installments shall, to the extent applicable, be reduced as a result of the application of pre-payments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased scheduled installment to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made or deemed to be made as of the Closing Date):

Conditions Precedent to Initial Loans. The following are conditions precedent to each Lender’s obligation to make any initial Advance required under this Agreement or to Agent’s obligations to cause a Letter of Credit to be issued under this Agreement on the Closing Date:

Initial Term B-1 Loans. Subject to the terms and conditions set forth in Amendment No. 7, each of the following Term B-1 ​ severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Initial Term B-1 Loans”) denominated in Dollars as follows: # each Consenting Third Incremental Term Lender that elects the “Consent and Cashless Amendment” option on its Third Incremental Term Lender Consent agrees to have all of its outstanding Third Incremental Term Loans (or such lesser amount as may be notified to such Consenting Third Incremental Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Initial Term B-1 Loans effective as of the Amendment No. 7 Effective Date, # each Additional Initial Term B-1 Lender severally agrees to make to the Borrower, loans (collectively, the “Additional Initial Term B-1 Loans”) denominated in Dollars in an aggregate amount equal to the amount of such Additional Initial Term B-1 Lender’s Additional Initial Term B-1 Commitment and # each Consenting Third Incremental Term Lender that elects the “Consent and Post-Closing Settlement” option on its Third Incremental Term Lender Consent agrees to have the entire amount of its outstanding Third Incremental Term Loans assigned to the Additional Initial Term B-1 ​ at par on the Amendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Third Incremental Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Initial Term B-1 Loans in an equal principal amount as its outstanding Third Incremental Term Loans or such lesser amount allocated to such Consenting Third Incremental Term Lender by the Amendment No. 7 Arrangers. Amounts borrowed under this Section 2.01(g) and repaid or prepaid may not be reborrowed. Initial Term B-1 Loans shall be made as Term SOFR Loans as further provided in Amendment No. 7. Each Consenting Third Incremental Term Lender hereby agrees to waive any entitlement to any breakage loss or expenses due under Section 3.05 with respect to the repayment of its Third Incremental Term Loans it holds as a Term Lender which have been replaced with Initial Term B-1 Loans.

Subsequent Options. A Non-Employee Director who # has been serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted a Subsequent Option on the date of such annual meeting. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive the Initial Option in connection with such election, and shall not receive a Subsequent Option on the date of such meeting as well.

Subsequent Options. Each Subsequent Option shall vest and become exercisable on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.

Initial Grant. Following the effective date of this Plan, each Director shall, effective as of the date of such individual’s initial election or appointment to the Board, be granted a Restricted Stock Unit Award with a grant-date value of approximately $200,000, rounded down to the nearest whole share.

For a […​…] day period after a notice is given, each Disputant must use all reasonable endeavours to resolve the Dispute and the CEO of each Disputant, or their designee, will meet within the first […​…] days of that period with that aim. Such resolution, if any, of a Dispute shall be final and binding on the parties. All negotiations pursuant to this clause 25 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Initial Election. A Director’s Cash Account shall be paid in a lump-sum within 60 days after his/her Separation from Service; provided that the Director may elect (using a form approved by the Company) at the time of his/her initial Deferral Election to have his/her Cash Account paid in monthly installments over two to 20 years.