The ​ and its Distributor

Miscellaneous. The provisions of this Agreement supersede all provisions of the License and Supply Agreement that are inconsistent with the provisions of this Agreement. The provisions of Paragraphs 50 through 61 (other than Paragraphs 50.02 and 59) of the License and Supply Agreement shall apply to this Agreement, mutatis mutandis, and are hereby incorporated into this Agreement by reference.

Miscellaneous. The Committee may modify or terminate this Plan at any time and for any reason, effective at such date as the Committee may determine, without the approval of the Participants or stockholders of the Company. Without limiting the foregoing, the Committee reserves the right to adjust AIP AOI, the AOI Performance Factor, Targeted AIP AOI, the Target Incentive Percentage and the applicable individual goals, and to adjust, make or interpret any other determination or classification, for any or all Participants for any reason, including if, in the Committee’s sole discretion, any unforeseen or unplanned event results in a positive or negative impact on the performance of the Company (or its Affiliates) during the Performance Period or its overall financial position or future business prospects. All such modifications, terminations, adjustments, determinations and interpretations relating to this Plan shall be binding on all Participants.

Miscellaneous. The Loan Parties acknowledge and agree that this Agreement constitutes a Loan Document. Without limiting the foregoing, the provisions of [[Sections 11.04, 11.14 and 11.17]7]7]]7]7] of the Existing Credit Agreement are incorporated herein by this reference as if set forth herein in full, mutatis mutandis.

Miscellaneous. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or termination is sought.

Miscellaneous. This Amendment No. 1 may be executed by the parties in separate counterparts, each of which when so executed will be deemed an original, and both of which together will constitute one and the same instrument. This Amendment No. 1 may be executed and delivered by electronic or facsimile transmission with the same effect as if delivered personally.

Miscellaneous. This First Amendment to Side Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state, and may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. Except as hereby amended, the Original Side Letter shall remain in full force and effect.

Miscellaneous. Any terms used in this Agreement that are defined in [Article 9] of the UCC shall have the meanings assigned to those terms by the UCC as of the date of this Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise # any definition of or reference to any agreement (including this Agreement or any other Loan Document), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements or modifications set forth herein), # any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, # the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, # all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, # any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and # the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Miscellaneous. No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Administrative Agent and the ​. No failure by the Administrative Agent or any Lender to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Unless otherwise agreed by the Administrative Agent and the ​ in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the ​ for the benefit of the Administrative Agent or any Lender or any term or provision thereof, other than any guaranty given by the ​ pursuant to that certain Second Amended and Restated Revolving Credit Agreement dated as of ​, by and among the ​ and ​, as Administrative Agent for itself and the ​.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in a writing signed by you and the Chief Executive Officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon.