Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

“Bank Design Specifications” means Bank’s standard requirements for the design, form and non-customizable content of certain Cardholder communications (including Program Marketing Communications) that are applicable to substantially all of ​ and delivered by

In the event an order or partial order is rejected by AYTU pursuant to the provisions of this [Section 5.4], the non-conforming shipment of a Product, or the non-conforming portion thereof, shall be held for TRIS’ disposition, or shall be returned to TRIS, in each case at TRIS’ expense, as directed by TRIS. TRIS shall use its Commercially Reasonable Efforts to replace the non-conforming shipment of such Product, or the non-conforming portion thereof, with conforming Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event will do so within the later of forty-five (45) calendar days after receipt of notice of rejection thereof and thirty (30) calendar days of an independent testing decision in favor of AYTU, at no cost to AYTU. TRIS shall have no obligation to AYTU or to any Third Party with respect to any defective Product manufactured by TRIS to the extent that such defect is attributable to the failure by AYTU, its Subsidiaries, or any Third Party to properly store, transport or care for such Product after AYTU is notified of the availability for pick-up of such Product at TRIS’ warehouse in accordance with [Section 5.3]. TRIS shall make arrangements with AYTU for the return or destruction, at TRIS’ option and cost, of any rejected Product. All such return shipping charges or costs of destruction shall be paid by TRIS. In the event that AYTU has paid for rejected Product, and such Product has not been satisfactorily replaced, TRIS shall promptly extend a credit to AYTU for the full amount paid by AYTU for such Product, together with related costs, or dispute such claim and, if necessary, initiate dispute resolution in accordance with [Section 5.4(b)] of this Agreement. For purposes of clarity, the Parties acknowledge and agree that notwithstanding any other provision in this [[Section 5.4, AYTU]U]] will be required to pay, without credit from TRIS, either # for the initial non-conforming portion of the order or # for its replacement, provided that TRIS supplies such replacement for the Product order, but not both [(i) and (ii)])].

COMMUNICATIONS AND COMPUTER LINE. Tenant may install, maintain, replace, remove or use any communications or computer wires and cables serving the Premises (collectively, the "Lines"), provided that Tenant shall obtain Landlord's prior written consent, use an experienced and qualified contractor approved in writing by Landlord, and comply with all of the other provisions of Articles 7 and 8 of this Lease. Tenant shall pay all costs in connection therewith. Landlord reserves the right, upon notice to Tenant prior to the expiration or earlier termination of this Lease, to require that Tenant, at Tenant's sole cost and expense, remove any Lines located in or serving the Premises prior to the expiration or earlier termination of this Lease.

Communications to the Company. Communications to the Company shall be addressed to it at the principal corporate headquarters and marked to the attention of the Company’s General Counsel.

Communications to the Employee. Every communication to Employee shall be addressed to Employee at the address given immediately below Employee’s signature to this Agreement, or to such other address as Employee shall specify to the Company.

Electronic Communications; Voice Mail. Electronic mail and internet websites may be used only for routine communications, such as financial statements, Borrowing Base Certificates and other information required by [Section 9.1], administrative matters and distribution of Loan Documents for execution. Agent and Lenders make no assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.

Notices; Effectiveness; Electronic Communications. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection # below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

Communications with Administrative Agencies. Nothing in this Agreement precludes or is intended to preclude the Executive from: # filing a complaint and/or charge with any federal, state, or local governmental agency and/or cooperating with said agency in an investigation, including but not limited to the Equal Employment Opportunity Commission and the Securities and Exchange Commission; # responding to a request for information from any governmental agency, including without limitation, agencies overseeing unemployment insurance benefits and taxing authorities; or # engaging in activities protected by state, local or federal law. Should any complaint, action or charge be brought against a Releasee concerning Executive’s employment with the Company or the cessation thereof (or any other matter released pursuant to paragraph 2), Executive has waived, by signing this Agreement (unless such waiver is prohibited by applicable law), any right to any individual relief, including monetary damages, in connection with such complaint or charge, regardless of who brings any such complaint or charge, except that this Agreement does not limit Executive’s right to receive an award for information provided to any governmental agency.

In connection with the implementation of a Successor Rate, the applicableCanadian Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document (other than ​’s right to be consulted pursuant to the definition of Conforming Changes), any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, suchCanadian Agent shall post each such amendment implementing such Conforming Changes to ​ and the Lenders reasonably promptly after such amendment becomes effective.