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No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to # under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

Section # No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to # under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Disqualification Event” has the meaning set forth in [Section 3.13].

The Company will promptly notify the Agents in writing if the Company becomes aware of # any Disqualification Event relating to any Issuer Covered Person and # any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

Regulation D by virtue of the disqualification contained in Rule 507 thereof or otherwise.

Disqualification, termination, or partial termination of the Plan or loss of tax-exempt status of the Trust;

Disqualification Date” means the earliest date as of which the Participant engaged in any Disqualifying Activity, as determined by the Committee.

Committee Disqualification: A member of the Committee who may be a Participant shall not vote on any question relating specifically to himself.

No Mitigation; Generally No Offset. The Company agrees that, if Executive's employment is terminated, Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to Executive by the Company pursuant to [Article 3]. Further, the amount of any payment or benefit provided for in [Article 4] (other than as provided in [[Sections 3.03(a) and 4.01(b)])]])]) shall not be reduced by any compensation earned by Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Company or any of its subsidiaries, or otherwise.

The execution, delivery and performance of the Credit Documents, the borrowings thereunder and the use of the proceeds of the Loans will not # violate any Requirement of Law, the Organization Documents or any Contractual Obligation of the Credit Parties or their Subsidiaries (except # those as to which waivers or consents have been obtained and/or # with respect to any violation of any such Contractual Obligation, to the extent that such violation would not reasonably be expected to have a Material Adverse Effect) and # will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any Requirement of Law, Organization Documents or material Contractual Obligation. Neither any Credit Party nor any of their respective Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

No Conflict; No Other Employment. During the period of Executive’s employment with the Company, Executive shall not: # engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is pursued for gain or profit, except as approved in advance in writing by the Company; provided, however, that Executive shall be entitled to manage Executive’s personal investments and otherwise attend to personal affairs, including charitable, social and political activities in a manner that does not unreasonably interfere with Executive’s responsibilities hereunder, or # accept or engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor.

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