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A Compliance A Savings Clause Abandoned Property Abandonment Abandonment of the Premises by Tenant; Or Abated Base Rent Abatement Abatement of Rent Ability to Bear Economic Risk of Investment Ability to Perform ABR Loans Absence of Certain Changes Absence of Certain Changes or Events Absence of Changes Absence of Conflicts Absence of Control Absence of Debarment Absence of Default Absence of Defaults Absence of Fiduciary Relationship Absence of Further Requirements Absence of Labor Dispute Absence of Litigation Absence of Manipulation Absence of Proceedings Absence of Reliance Absence of Restrictions Absence of Schedules Absence of Undisclosed Liabilities Absence of Valid Designation Absence of Violations, Defaults and Conflicts Absolute Obligation Accelerated Purchases Accelerated Vesting Accelerated Vesting of Equity Awards Accelerated Vesting on Termination of Relationship as a Service Provider Acceleration Acceleration and Termination Acceleration of Certain Awards Acceleration of Exercisability and Vesting Acceleration of Loans Acceleration of Obligations Acceleration of Vesting Acceleration Upon Certain Terminations or Cancellations of Option Acceleration; Remedies Acceleration; Termination of Credit Facility Acceptable Policy Terms and Conditions Acceptance Acceptance and Assumption Acceptance of Assignments by Administrative Agent Acceptance of Award Acceptance of Firm Order Acceptance of Premises Acceptance of Purchase Orders Acceptance of Subscription Acceptance of Title Condition Acceptance; Rejection Acceptance/Rejection Access Access to Books and Records Access to Collateral; Books and Records Access to Confidential Information Access to Information Access to Information; Independent Investigation Access to Information; Independent Investigation Access to Premises Access to Property Access to Records Access to Study Data Access to Trade Secrets and Confidential Information Accidents to Sanitary and Other Systems Account Account Balance Account Control Agreements Account Designation Letter Account Details Account Stated Account Statements Account Verification Accountant’s Certificate Accountant’s Comfort Letter Accountants Accounting Accounting and Indemnification Accounting and Other Terms Accounting Changes Accounting Controls Accounting Controls and Disclosure Controls Accounting Firm Accounting Matters Accounting Methods Accounting of Purchases Accounting Policy Accounting Principles Accounting Principles; Changes in GAAP Accounting Records Accounting System Accounting Terms Accounts Accounts and Records Accounts Collection Accounts Receivable Accounts;Accounts; Application of Funds in Accounts Accredited Investor Accredited Investor Status Accrued Amounts Accrued Benefits Accrued Compensation Accrued Compensation and Benefits Accrued Obligations Accrued Rights Accrued Rights and Obligations Accrued Rights; Surviving Obligations Accrued Salary and Benefits Accrued Salary and Paid Time Off Accrued Salary and Vacation Accuracy and Completeness of Information Accuracy of Exhibits Accuracy of Financial Statements Accuracy of Information Accuracy of Representations Accuracy of Representations and Warranties Accuracy of the Company’s Representations and Warranties; Performance by the Company Acknowledgement Acknowledgement and Confirmation of the Loan Parties Acknowledgement and Consent to Bail-in of Affected Financial Institutions Acknowledgement and Consent to Bail-in of EEA Financial Institutions Acknowledgement and Waiver Acknowledgement of Full Understanding Acknowledgement of Total Compensation and Indebtedness Acknowledgement of Waiver of Claims Under ADEA Acknowledgement Regarding Any Supported QFCs Acknowledgement Regarding Payments and Benefits Acknowledgement Regarding Purchaser’s Trading Activity Acknowledgements Acknowledgements and Agreements Acknowledgements and Integration Acknowledgements of Subscriber Acknowledgment Acknowledgment and Consent to Bail-in of Affected Financial Institutions Acknowledgment and Consent to Bail-in of EEA Financial Institutions Acknowledgment by Grantee Acknowledgment of Dilution Acknowledgment of Enforceability Acknowledgment of Existence of Events of Default Acknowledgment of Guarantor Acknowledgment of Indebtedness Acknowledgment of Nature of Plan and Rights Acknowledgment of Security Interests Acknowledgment of Waiver of Claims Under ADEA Acknowledgment Regarding Any Supported QFCs Acknowledgment Regarding Buyer’s Purchase of Note Acknowledgment Regarding Buyer’s Status Acknowledgment Regarding Investor’s Status Acknowledgment Regarding Purchaser’s Purchase of Securities Acknowledgment Regarding Purchaser’s Purchase of Shares Acknowledgment Regarding Purchaser’s Trading Activity Acknowledgment Regarding Purchasers’ Purchase of Securities Acknowledgment Regarding Purchasers’ Purchase of Shares Acknowledgments Acknowledgments and Stipulations Acknowledgments; NoElection Acquired Rights Acquiring Person Acquisition Acquisition Documents Acquisition of Competing Programs Acquisition of Shares by Third Party Acquisition of Significant Share Ownership Acquisition of Stock by Third Party Acquisition of the Units for Own Account Acquisition, Sale and Maintenance of Inventory Acquisitions and Other Transactions Act of Terrorism Acting as Principal Action by the Committee Action for Indemnification Action on Instructions of Lenders Action Upon Default Actions Before Governmental Authorities Actions Controlled by [Actions of Others Actions, Suits Actions, Suits and Proceedings Active Materials Active Materials and Client-Supplied Components Activities Activities and Proceeds Activity Restrictions Addendum Addition of [Section Addition of an L/C Issuer Addition of New [Section 1 Additional Accelerated Purchases Additional Acknowledgment/Consent Additional Acts Additional Agreements Additional Alternative Currencies Additional Annual Retainers Additional Assurances Additional Benefits Additional Borrowers Additional Borrowers, Guarantors and Collateral Security. Cause Additional Collateral Additional Commitment Lenders Additional Compensation Additional Compensation Under Certain Circumstances Additional Conditions Additional Conditions Precedent Additional Conditions to Issuance of Stock Additional Conditions to Letters of Credit Additional Conditions to Revolving Loans Additional Conditions to Swingline Loans Additional Consideration Additional Costs Additional Covenants Additional Defined Terms Additional Definitions Additional Documentation Additional Documents Additional Documents and Expenses Additional Domestic Subsidiaries Additional Employee Acknowledgments Additional Equity Awards Additional Grantors Additional Grants for Promotions Additional Guarantors Additional Incurrence Capacity Additional Indemnification, Hold Harmless and Exoneration Rights Additional Indemnity Additional Information Additional Insurance Obligations Additional Insured Additional Insured & Waiver of Subrogation Additional Insureds Additional Issuance of Securities Additional Issuances Additional Issuing Banks Additional L/C Issuers Additional Lenders Additional Limitation Additional Limitations Additional Loan Parties Additional Matters Additional Obligations Additional or Exchanged Securities and Property Additional Payments Additional Provisions Additional Reductions Additional Remedies Additional Rent Additional Reports Additional Representations Additional Representations and Warranties Additional Representations and Warranties of Associate Additional Representations, Warranties and Covenants of Counterparty Additional Representations, Warranties and Covenants of Each Party Additional Requirements Additional Reserve Requirements Additional Restrictions Additional Services Additional Shares Additional Shares or Substituted Securities Additional Submissions – Information Access Additional Subsidiaries Additional Tenant Improvement Allowance Additional Term Loan Funding Fee Additional Term Loans Additional Termination Events Additional Terms Additional Terms and Conditions Additional Terms and Conditions Applicable to Subletting Additional Terms for Non-U Additional Terms of Incentive Stock Options Additional Terms of Initial Options and Annual Options Additional TI Allowance Additional Transfers Additional United Kingdom Withholding Tax Matters Additional Vesting Provisions Additional VIE Borrowers Additional Waivers Additions and Alterations Address Address for Notice Address for Notices Addresses and Notices Addresses for Notices Addresses; Notices ADEA Notice and Acknowledgement ADEA Release ADEA Waiver Adequate Capitalization; No Insolvency Adjacent Premises Adjudication of Agreement Adjusted EBITDA Adjusted Tangible Net Worth Adjustment Adjustment for Certain Dividends and Distributions Adjustment for Changes in Capitalization Adjustment for Reorganization Adjustment for Share Splits and Combinations Adjustment for Unissued or Forfeited Predecessor Plan Shares Adjustment in Capitalization Adjustment in Case of Changes Affecting Common Stock Adjustment in Number of Warrant Shares Adjustment in Option Shares Adjustment in the Event of Change in Stock; Change in Control Adjustment of Accounts Adjustment of Award Adjustment of Covenants Adjustment of Performance RSUs Adjustment of Revolving Credit Loans Adjustment of Shares Adjustment Provisions Adjustment to Conversion Price Adjustment to Exercise Price Adjustment to Interest Rate Adjustments Adjustments for Changes in Capital Structure Adjustments for Changes in Capitalization of Employer Adjustments for Other Dividends and Distributions Adjustments for Share Splits Adjustments for Shares Adjustments for Stock Splits Adjustments for Tax Purposes Adjustments in Case of Certain Transactions Adjustments in Share Numbers and Prices Adjustments of Borrowings Upon Effectiveness of Increase Adjustments to Awards Adjustments to Base Compensation Adjustments to Bonus Adjustments to Conversion Price Adjustments to Stock-Based Awards Adjustments to the Purchase Price at Closing Adjustments Upon Certain Events Adjustments Upon Changes in Capitalization Adjustments Upon Changes in Stock Adjustments Upon Specified Events Adjustments; Set-Off Adjustments; Set‑off Administration Administration and Interpretation Administration by Board Administration by Board of Directors Administration by Committee Administration by the Committee Administration of Arbitration Administration of Deposit Accounts Administration of German Law Security Administration of Plan Administration of the Plan Administration of This Plan Administration With Respect to Consultants and Other Employees Administration With Respect to Directors and Officers Administration With Respect to Insiders Administration With Respect to Reporting Persons Administrative Agent Administrative Agent Account Administrative Agent Expenses Administrative Agent Fee Administrative Agent Fees Administrative Agent May File Proofs of Claim Administrative Agent May File Proofs of Claim; Credit Bidding Administrative Agent Reliance on Lender Funding Administrative Agent to Maintain Register Administrative Agent’s and Lender’s Rights Administrative Agent’s Fee Administrative Agent’s Office Administrative Agent’s Office, Certain Addresses for Notices Administrative Agent’s Office; Certain Addresses for Notices; Taxpayer Identification Numbers Administrative Agent’s Reimbursement and Indemnification Administrative Expenses Administrative Fee Administrative Fees Administrative Relief Administrative Stand Still Administrator Administrator Action Administrator Authority Administrator Discretion Admissions Adoption and Stockholder Approval Advance Model Advance Notice Generally Required Advance Payment Advance Request Advancement of Expenses Advances Advances of Expenses Advances of Expenses; Defense of Claim Advances; Payments Advancing of Non Pro-Rata Revolving Loans Adverse Change Adverse Changes Adverse Claim Adverse Claims Adverse Event Reporting Adverse Event Reporting and Safety Data Exchange Adverse Event Reports Adverse Events Adverse Events Reporting Adverse or Outside Business Activities Adverse Ruling Advertisement Advertising and Promotional Materials Advertising Permission Letter Advice of Counsel Advice of Counsel; Revocation Period Advice of Independent Tax Advisor Advisors Affected Financial Institution Affected Financial Institutions Affected Lenders; Application of Certain Cash Collateral Affected Lenders’ Consent Affidavit Affiliate Affiliate and Associate Affiliate Transactions Affiliated Transactions Affiliates Affirmation Affirmations Affirmative Commitments Affirmative Covenants After Acquired Real Property After-Hours After Participant’s Death Age Discrimination Release Notification Agency Agency Approvals Agency for Perfection Agent Agent Efforts Agent for the Service of Legal Process Agent in Its Individual Capacity Agent Indemnification Agent Professionals Agent Purchases Agent Representing Both Lessor and Lessee Agent’s Discretion Agent’s Own Account; Clients’ Account Agent’s Review of Proposed Amendments and Supplements Agents Aggregate Commitments Aggregate Incentive Stock Option Limit Aggregate Investments Aggregate Limit Aggregate Outstanding Class a Certificate Balance$80,000,000 Aggregation Agreed CurrencyAgreement Agreement Extends to Known and Unknown, Suspected and Unsuspected Claims Agreement Freely Entered Agreement in Full Force and Effect as Amended Agreement Negotiated Agreement Not a Contract Agreement Not to Compete Agreement Not to Sue Agreement of Employee Agreement Protecting Company Interests Agreement Severable Agreement Subject to Plan Provisions Agreement Subject to the Plan Agreement Term Agreement to Arbitrate Agreement to Furnish Information Agreement to Guarantee Agreement to Indemnify Agreement to Maintain Confidentiality; Non-Disparagement Agreement to Make Swingline Loans Agreement to Notify Company Prior to Providing Company Information Agreement to Purchase and Sell Agreement to Serve Agreement to Vote Agreements Agreements and Acknowledgements Regarding Hedging Agreements and Covenants Agreements and Covenants of the Company Agreements and Covenants of Trustee All Advances All Awards Subject to Company Clawback or Recoupment Policy All Consents Required All Eligible Directors$35,000 All Eligible Directors$40,000 All-in Rate All Prepayments All-Risk Property / Machinery Breakdown Insurance/ Installation Floater Alliance Manager Alliance Managers Allocation Allocation of Direct Expenses Allocation of Payments After Event of Default Allocation of Payments After Exercise of Remedies Allocation of Purchase Price Allocation of Recoveries Allocations Allocations for Tax Purposes Allowance Allowance Items Alterations Alterations and Tenant’s Property Alternate Rate of Interest Alternative Action Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events Alternative Currencies Alternative Currency Alternative Dispute Resolution Alternative Remedy in Lieu of Termination Alternative Vesting of PRSUs Ambiguities Amended and Restated Definitions Amended Credit Agreement Amended Definitions Amended Lease Amended Returns Amended Terms Amendment Amendment and Modification Amendment and Modification; Waiver Amendment and Restatement Amendment and Termination Amendment and Termination of the Plan Amendment and Waiver Amendment and Waiver; Failure or Indulgence Not Waiver Amendment as Loan Document Amendment Documents Amendment Fee Amendment Fees Amendment No Amendment of [Schedule 1 Amendment of Agreement Amendment of Award Amendment of Award; Repricing Amendment of Awards Amendment of Disclosure Schedules Amendment of Organizational Documents Amendment of Plan Amendment of Registration Rights Amendment of the Plan Amendment of the Plan and Agreements Amendment of This Agreement Amendment or Alteration Amendment or Modification Amendment or Modification, Waiver Amendment or Termination Amendment or Termination of Agreement; Continuation of Agreement Amendment or Termination of Plan Amendment or Termination of the Plan Amendment or Waiver Amendment to [Schedule 1 Amendment to [Section Amendment to [Section 1 Amendment to [Section 2 Amendment to [Section 3 Amendment to [Section 4 Amendment to [Section 5 Amendment to [Section 6 Amendment to [Section 7 Amendment to [Section 8 Amendment to [Section 9 Amendment to [Subsection 5 Amendment to Credit Agreement Amendment to Exhibits Amendment to Fee Letter Amendment to Forbearance Agreement Amendment to Lease Amendment to Maturity Date Amendment to Note Amendment to Schedules Amendment to Security Agreement Amendment to the Credit Agreement Amendment to the Note Amendment to Vesting Schedule Amendment, Etc Amendment, Modification and Termination Amendment, Modification and Waiver Amendment, Modification or Waiver Amendment, Modification, and Termination Amendment, Modification, Suspension or Termination Amendment, Supplement or Waiver Amendment, Suspension and Termination Amendment, Suspension or Termination of the Plan Amendment, Suspension, or Termination Amendment; Modification Amendment; Termination Amendment; Waiver Amendment; Waiver Amendment; Waiver of Agreement Amendment; Waivers Amendment/Novation Amendments Amendments and Modifications Amendments and Other Documents Amendments and Other Modifications Amendments and Waiver Amendments and Waiver; Prior Agreements Amendments and Waivers Amendments by the Committee Amendments for Accounting Charges Amendments in Writing Amendments in Writing, Integration Amendments in Writing; Integration Amendments in Writing; Waiver; Integration Amendments of Organization Documents Amendments to Agreement Amendments to Awards Amendments to Credit Agreement Amendments to Development Plan Amendments to Existing Credit Agreement Amendments to Financing Agreement Amendments to Forbearance Agreement Amendments to Loan Agreement Amendments to Loans Amendments to Master Repurchase Agreement Amendments to Organizational Agreements and Material Contracts Amendments to Original Credit Agreement Amendments to Portfolio Assets Amendments to Receivables Purchase Agreement Amendments to Security Documents Amendments to Subordinated Debt Amendments to the Agreement Amendments to the Credit Agreement Amendments to the Existing Credit Agreement Amendments to the Loan Agreement Amendments to the Plan Amendments to the Plan and Awards Amendments to This Agreement Amendments, Etc Amendments, Suspension and Termination Amendments; No Waiver Amendments; Other Agreements Amendments; Use of Terms Amendments; Waiver Amendments; Waiver; Entire Agreement Amendments; Waivers Amendments; Waivers; Remedies AmendmentsWaivers Amenities Amount Amount and Form of Distribution Amount of Benefit Amount of Borrowing Tranche Amount of Deferral Amount of Deferrals Amount of Payment Amount of Revolving Advances Amount Payable Upon Death of Employee Amounts Analysis Account Ancillary Agreements Anniversary Fee Announcements Annual Additions Annual Adjustments Annual Allowance Annual Assessment Annual Audit Report Annual Audited Financial Statements Annual Award Annual Awards Annual Base Salary Annual Board Service Retainer Annual Bonus Annual Bonus Compensation Annual Bonuses Annual Budget Annual Budgets Annual Cash Bonus Annual Cash Bonus Opportunity Annual Cash Compensation Annual Cash Fees Annual Cash Incentive Payments Annual Compensation Adjustments Annual Compensation Limit Annual Consulting Fee Annual Discretionary Bonus Annual Equity Award Annual Equity Awards Annual Equity Bonus Annual Equity Grant Annual Financial Statements Annual Financials Annual Grant Annual Grants Annual Incentive Annual Incentive Award Weightings Annual Incentive Awards Annual Incentive Bonus Annual Incentive Payment Annual Incentive Plans Annual Installments Annual License Fee Annual Limit on Incentive Stock Options Annual Operating Budget and Financial Projections Annual Performance Bonus Annual Progress Report Annual Reconciliation Annual Reports Annual Reports; Etc Annual Retainer Election Annual Retainers Annual Review Annual Salary Annual Statements Anti-Assignment Anti-Bribery and Anti-Corruption Compliance Anti-Corruption Anti-Money-Laundering Anti-Money-Laundering; Beneficial Ownership Anti-Money-Laundering; Beneficial Ownership Regulation Anti-Social Forces Anti-Terrorism Any Other Reason Appeal Appeal of Denied Claims Appeal Procedures Appeals Appearance Appendices Appendix Applicability Applicability of ISP Applicability of ISP and UCP Applicability of ISP and UCP; Limitation of Liability Applicability of ISP; Limitation of Liability Applicable Law Applicable Law and Consent to Jurisdiction Applicable Law and Severability Applicable Law and Venue Applicable Law; Consent to Jurisdiction Applicable Law; Jurisdiction Applicable Law; Jury Trial Waiver Applicable Law; Venue Applicable Laws Applicable Laws and Consent to Jurisdiction Applicable Margin Applicable Premium Applicable Withholding Taxes Application Application for Benefits Application for Employment Application of [SectionA Application of Commitment Reductions; Payment of Fees Application of Funds Application of Insufficient Payments Application of L-C Application of L‑C Application of Letter of Credit Application of Limitation to Grants of Award Application of Limitation to Grants of Awards Application of Mandatory Payments Application of Mandatory Prepayments Application of Other Payments Application of Payments Application of Payments and Proceeds Application of Payments and Proceeds Upon Default Application of Prepayments Application of Proceeds Application of Proceeds of Letter of Credit Application of Revolving Credit Commitment Reductions; Payment of Fees Application of Takeover Protections Application of Takeover Protections; Rights Agreement Application of Tax Refunds Applications Applications for Benefits and Inquiries Appointment Appointment and Authority Appointment and Authorization Appointment of Agent for Service of Process Appointment of Benefits Committee Appointment of Committee Appointment of Committees Appointment of Expert Appointment of New Expert Appointment of Receiver Appointment of Stockholder Representative Appointment of the Agent Appointment; Nature of Relationship Appraisal Appraisals Appreciation Rights Appropriations Approval Approval and Completion Approval for Listing Approval of Bank Counsel Approval of Changes Approval of Inducement Awards Approval of New Lenders Approval of Plan by Stockholders Approval Period Approval Requirements Approvals Approvals and Authorizations Approved Budget Approved Equipment Approved Plans and Working Drawings for Tenant Improvements Approved Working Drawings Arbitration Arbitration Agreement Arbitration Clause Arbitration of Disputes Arbitration Procedure Arbitration Rules and Procedures Arbitration; Venue Arbitrators Arbitrators’ Award Architects, Consultants and Contractors As-Is As of the Amendment No As of the Closing Date, [Schedule 3 As of the Closing Date, [Schedule 5 Asbestos Containing Building Materials Assessment and Understanding Assessments Asset Coverage Ratio Asset Disposition Asset Dispositions Asset File Asset Management Asset Sales Asset Sales and Involuntary Dispositions Asset Transfer Provisions Assets Assignability Assignability and Transferability of Stock Rights Assignability to Federal Reserve Bank or Central Bank Assignability; Binding Nature Assigned Interest Assigned Interest[s]Assignee Assignee[s Assignment Assignment Agreement Assignment and Acceptance Assignment and Assumption Assignment and Assumption Agreement Assignment and Delegation Assignment and Subletting Assignment and Successors Assignment and Transfer Assignment and Transfers Assignment by Company Assignment by the Executive Assignment by You Assignment Fee Assignment Obligation Assignment of Agreement Assignment of Business Ideas Assignment of Company Inventions Assignment of Contracts Assignment of Creations Assignment of Developments Assignment of Intellectual Property Assignment of Intellectual Property Rights Assignment of Inventions Assignment of Inventions to the Company Assignment of Leases Assignment of Leases and Contracts and Bill of Sale Assignment of New IP Assignment of Personal Property, Service Contracts, Warranties and Leases Assignment of Registration Rights Assignment of Rights Assignment of Rights to Intellectual Property Assignment of Sale Proceeds Assignment of Trademarks Assignment to Rights in Intellectual Property Assignment to the Borrower Assignment; Agreement Assignment; Assumption by Successor Assignment; Binding Agreement Assignment; Binding Effect Assignment; No Third-Party Beneficiaries Assignment; Successors Assignment; Successors and Assigns Assignment; Successors; Binding Agreement Assignments Assignments and Transfers Assignments and Transfers by the Company Assignments by Agents Assignments by Lenders Assignments Generally Assignments of Commitments Assignments to Borrower Affiliates Assignor Assignor[s Assistance Assistance and Cooperation Assistance in Litigation Assistance With Your Questions Assumed Contracts Assumed Liabilities Assumption Assumption by Successors Assumption of Agreement Assumption of Awards by the Company Assumption of Defense Assumption of Liabilities Assumption of Obligations Assumption of Risk Assumption or Replacement of Awards by Successor Assumption or Substitution Assumption or Substitution of Awards Assumption, Continuation or Substitution Assumptions Concerning Funding of Adjusted LIBOR Rate Loans Assurances At-Will Employment At-Will Employment Relationship At-Will Employment; Termination At-Will Employment; Voluntary Participation At-Will Relationship At-Will Termination by Company Attachment Attachments Attachments; Judgments Attorney-Client Privilege Attorney Costs Attorney Fees Attorney in Fact Attorney's Fees Attorney’s Fees Attorneys' Fees Attorneys’ Fees Attorneys’ Fees and Costs Attorneys’ Fees and Expenses Attorneys’ Fees, Costs and Expenses Attornment Auctions Audit Audit Committee Audit Dispute Audit Fees Audit Reports; Management Letters; Recommendations Audit Right Audit Rights Audited Financial Statements Auditor’s Reports Auditors’ Management Letters Audits Authorisations Authority Authority and Administration Authority and Binding Agreement Authority and Enforceability Authority and Validity Authority Documents Authority of Administrator Authority of Board Authority of Committee Authority of Compensation Committee Authority of Officers Authority of Parties Authority of the Committee Authority Relative to This Agreement Authority to Amend or Terminate Authority to Execute Loan Documents Authority to Vary Terms Authority Validity and Effect of Agreement Authority; Binding Nature of Agreement Authority; No Conflict Authorization Authorization and Enforceability Authorization and Enforcement of Obligations Authorization and Execution Authorization and Validity Authorization Documents Authorization of Agreement Authorization of Contemplated Transactions Authorization of Placement Shares Authorization of the Common Stock Authorization of the Private Placement Warrants Authorization of This Agreement Authorization of Transaction Authorization to Debit Account Authorization to Disclose Authorization to File Financing Statements Authorization to Release Collateral and Guarantors Authorization to Work Authorization, Etc Authorization; Binding Obligations Authorization; Enforceability Authorization; Enforcement Authorization; Enforcement; Validity Authorization; No Breach Authorization; No Conflict Authorization; No Conflict; Defaults Authorization; No Contravention Authorizations Authorized Disclosure Authorized Disclosures Authorized Number of Shares Authorized Shares Authorized Signaturesigned by an Authorized Signer of Beneficiary Authorized Specialty Retailers List Auto-Extension Letter of Credit Auto-Renewal Letters of Credit Automated Clearing House Payments Automatic Debits of Principal, Interest, Fees Automatic Exercise Automatic Removal Automatic Share Reserve Increase Automatic Stay Automatic Termination Automatic Transfer to Low Price Offering Period Automobile Automobile Allowance Automobile Liability Insurance Availability Availability of Funds Availability of Injunctive Relief Availability of Shares Availability of Shares Not Delivered Under Awards and Adjustments to Limits Available Awards Availment Options Award Award Agreement Award Agreements Award and Restrictions Award Certificate Award Certificates Award Confers No Rights to Continued Employment Award Determinations Award Not Transferable Award of Performance Share Units Award of Restricted Stock Award of Restricted Stock Units Award of Shares Award of Stock Appreciation Rights Award of Stock Options Award Provisions Award Restrictions Award Subject to Acceptance of Agreement Award Subject to Claims of Creditors Award Subject to Company Clawback or Recoupment Award Subject to Plan Award Transfer Program Award Vesting Limitations Awards Awards Held by Current Participants Awards Previously Granted Awards Subject to [SectionA Awards to Non-Employee Directors Awards to Participants Outside the United States Awards Under the Plan Background Background Check Background Intellectual Property Background IP Backup Security Interest Backup Servicer Bank Accounts Bank Expenses Bank Product Obligations Unaffected Bank Product Providers Bank Products and Hedging Products Bank Statements Bank’s Liability for Collateral Bankruptcy Bankruptcy, Etc Bankruptcy, Insolvency or Reorganization Proceedings Bankruptcy; Insolvency Base Annual Retainer Base Appreciation Amount and Term of Stock Appreciation Right Base Compensation Base Fee Base Monthly Rent Base Period Income Base Price Base Rate Advances Base Rate Loan Base Rate Loans Base Rate Option Base Rent Base Rent Abatement Base Rent Adjustments Base Rent and Other Monies Paid Upon Execution Base Rent for the Expansion Premises Base Salary Base Salary and Bonus Base Salary and Signing Bonus Base Salary Continuation Base Separation Benefits Base Term Base U Base Year Baseball Arbitration Basic Adjustment Provisions Basic Indemnification and Advancement Arrangement Basic Lease Provisions Basic Limitation Basic Rent Basic Term Basis for Royalty Below Threshold Benchmark Replacement Benchmark Replacement Conforming Changes Benchmark Unavailability Period Beneficial Occupancy Beneficial Owner Beneficial Ownership Beneficial Ownership Certification Beneficial Ownership Information Beneficial Ownership Limitation Beneficial Ownership of Shares; Certificate Registration Beneficial Ownership Regulation Beneficial Ownership Rule Beneficiaries Beneficiaries/References Beneficiary Beneficiary Designation Beneficiary Designations Benefit Benefit Coverage Benefit of Agreement Benefit of Certain Provisions Benefit of Setoff Benefit Payments Benefit Plans Benefit Plans and Programs Benefit Plans; Labor Matters Benefit Programs Benefits Benefits Bearing Benefits Continuation Benefits in Lieu of Other Severance Benefits Not Alienable Benefits Not Assignable Benefits of Agreement Benefits of the Agreement Benefits Payments Benefits Termination Benefits Upon Termination Benefits; Perquisites; Reimbursement of Expenses Best After-Tax Result Best Efforts Best Efforts and Non-Competition Best Pay Best Pay Cap Between Target and Maximum Between Threshold and Target Bid Process Bill of Sale Bill of Sale and Assignment and Assumption Agreement Binding Binding Agreement Binding Agreement; Assignment Binding Agreement; Further Assurances Binding Agreement; Permitted Successors and Assigns Binding Amendment Binding Arbitration Binding Effect Binding Effect of Decisions Binding Effect; Assignment Binding Effect; Assignment; Third-Party Beneficiaries Binding Effect; Benefits Binding Effect; Choice of Law Binding Effect; Counterparts Binding Effect; Governing Law Binding Effect; No Partnership; Counterparts Binding Effect; No Third Party Beneficiaries Binding Effect; Successors Binding Effect; Successors and Assigns Binding Nature Binding Nature of Agreement Binding Nature of Release Binding Obligation Binding Obligations Binding on Successors Biosimilar Competition Blackout Periods Blocked Currency Blocked Payments Bloomberg Blue Sky Blue Sky Compliance BMS Ownership Board Board Approval Board Discretion Board Interpretation Board Membership Board Observer Board Observer Rights Board of Directors Board Policies and Procedures Boardthe Board of Directors of Domtar Corporation Boardthe Board of Directors of the Company Bonus Bonus Compensation Bonus Determinations Bonus Payment Bonus Plan Bonus Requirements; Individual Goals Bonus Severance Bonus Severance Payment Bonus Stock and Awards in Lieu of Obligations Bonuses Bonuses; Additional Compensation Book-Entry Booking of Sales; Distribution Books and Records Books and Records; Audit Rights Books and Records; Inspection Rights Books, Records, Access Borrower Agent Borrower Asset Coverage Ratio Borrower Assets Borrower Investment Policy Borrower Liability Borrower Name(s) and Signature(s)Borrower Products Borrower Representative Borrower Request Borrower, Borrower’s Agent Borrower’s Business Borrower’s Failure to Notify Borrower’s Name(s) and Signature(s)Borrower’s Representations Borrower(s)Borrower(s), Borrowers Fully Liable Borrowers’ Agent Borrowers’ Undertaking to Agent Borrowing Borrowing Agency Provisions Borrowing and Repayment Borrowing and Repayment of Principal Borrowing Base Borrowing Base Certificate Borrowing Base Certificates Borrowing Base Reports Borrowing Date Certificate Borrowing Mechanics for Swingline Loans Borrowing Notice Borrowing Notices Borrowing Procedures Borrowing Request Borrowing Requests Borrowing Resolutions Borrowing/Election Notice Borrowings, Conversions and Continuations of Loans Borrowings; Several Obligations Bound by the Plan Branding Breach Breach by Executive Breach by Purchaser Breach by Seller Breach of Agreement Breach of Amendment Breach of Certain Covenants Breach of Contractual Obligation Breach of Covenant Breach of Covenants Breach of Guaranty or Pledge Agreement Breach of Law Breach of Material Employment Obligations Breach of Other Covenants Breach of Representation Breach of Representation or Warranty Breach of Representations and Warranties Breach of Representations and Warranties by the Company Breach of Restrictive Covenants Breach of Terms of Financing Agreements Breach of Warranty Bring-Down Comfort Letter Bring-Down Dates; Certificate Broker Broker-Assisted Sales Broker-Dealer Status Broker Disclosure Broker’s Fees Broker/Dealer Relationships Brokerage Brokerage Commission Brokerage Commissions Brokers Brokers and Finders Brokers or Finders Brokers’ Fees Brokers’ or Finders’ Fees Budget Budget for Tenant Improvements Budget Variance Report Budgets Building Building and Improvements Building Directory Building Renovations Building Standards Bulk Sales Burden and Benefit Burden of Proof Burdensome Agreements Burdensome Contracts Burlington Coat Factory of Kentucky, Inc Burlington Coat Factory of Texas, L Burlington Coat Factory Warehouse of Cleveland, Inc Burlington Coat Factory Warehouse of Edgewater Park, Inc Burlington Coat Factory Warehouse of New Jersey, Inc Business Business and Operations Business Combination Vote Business Conduct Business Conduct and Ethics Business Continuity and Disaster Recovery Plan Business Criteria Business Day Business Day Definition Business Day Requirements Business Days Business Expense Reimbursement Business Expenses Business Expenses and In-Kind Benefits Business Expenses; Reimbursement Business Ideas Business Interruption Business Interruption Insurance Business Opportunities Business Plan and Budget Business With the Group Buyer Buyer Closing Deliverables Buyer Default Buyer Deliveries Buyer’s Appointment as Attorney in Fact Buyer’s Assumption of Liabilities and Obligations Buyer’s Closing Deliveries Buyer’s Conditions Precedent Buyer’s Costs Buyer’s Remedies Buyer’s Representations and Warranties Buyout Provisions By Buyer By Company With Cause By Company Without Cause By Customer By Death By Death or Disability By Disability By Employee for Good Cause By Employee Without Good Cause By Executive By Landlord By Licensee By Licensor By Mutual Consent By NVCR By Provider By Seller By Tenant By the Company By the Company for Cause By the Company Without Cause By the Company Without Cause or by Executive for Good Reason By the Employee for Good Reason or by the Company Without Cause By the Executive By the Executive for a Compensation Reduction By the Executive for Good Reason By Verrica By Zai Bylaws C. Penney Company Inc Cafeteria Calculation Calculation Agent Calculation and Payment of Additional Rent Calculation and Payment of Awards Calculation of Amounts Calculation of Appreciation Calculation of Corporate Performance Goals Calculation of Interest Calculation of Time Period Calculation of Time Periods Calculations Calculations and Payment Date Upon Early Termination California Accessibility Disclosure California Certified Access Specialist Inspection California Employees California Judicial Reference Canadian Purchasers –Cancellation Cancellation and Re-Grant of Awards Cancellation and Re-Grant of Stock Awards Cancellation of Award Cancellation of Commitment Cancellation of Performance Units/Shares Cancellation or Postponement Cancellation Right Capacities; Overstandard Tenant Use Capacity Capacity and Performance Capacity as Stockholder Capacity; No Conflicts Capital Accounts Capital Accounts of the Partners Capital Adequacy Capital Adequacy, Liquidity Requirements Capital Adjustments Capital Adjustments and Corporate Events Capital Adjustments and Reorganizations Capital and Liquidity Requirements Capital Changes Capital Contribution Capital Contributions Capital Expenditures Capital Leases and Synthetic Lease Obligations;Capital Requirements Capital Stock Capital Stock and Related Matters Capital Stock Matters Capital Structure Capitalization Capitalization Adjustments Capitalization and Subsidiaries Capitalized Leases and Synthetic Lease Obligations;Capitalized Terms Caption Headings Captions Captions and Counterparts Captions and Headings Captions and Pronouns Captions and Section Headings Captions and Section References Captions; Counterparts Captions; Rule of Construction Car Allowance Career Counselling Carmel, New York Facility Carried by Lessee Carried by Lessor Cash Award Cash Awards Cash-Based Awards and Other Stock-Based Awards Cash Bonus Cash Collateral Cash Collateral, Repayment of Swing Line Loans Cash Collateral, Repayment of Swing Loans Cash Collateral, Repayment of Swingline Loans Cash Collateral; Repayment of Swingline Loans Cash Collateralization Cash Compensation Cash Component Cash Dividends Cash Equivalents;Cash Incentive Awards, Performance Shares and Performance Units Cash Management Agreements and Hedge Agreements Cash Management Obligations and Secured Hedge Agreements Cash-Out of Awards Cash-Out of Outstanding Stock-Based Awards Cash Payment Cash Proceeds of Letter of Credit Cash Retainer Cash-Settled Performance Awards Cash Severance Cashless Exercise Cashless Settlement Cashless Settlement Mechanism Casualty Casualty, Etc Cause Cause or Resignation Cause; Other Than for Good Reason CC&Rs Centre of Main Interests and Establishments Ceridian’s IP Development Agreement Certain Acknowledgements Certain Actions Certain Additional Change in Control Circumstances Certain Additional Defined Terms Certain Additional Payments Certain Additional Waivers Certain Adjustments Certain After-Acquired Collateral Certain Agreements Certain Amendments Certain Amounts Not Includable for Employee Benefits Purposes Certain Assignees Certain Calculation and Tests Certain Changes Certain Changes to Plan Certain Conditions to Assignments Certain Conventions Certain Credit Support Events Certain Deductions by the Administrative Agent Certain Defined Terms Certain Definitions Certain Distributions Certain ERISA Matters Certain Events Certain Excise Taxes Certain Exclusions Certain Expenses Certain Fees Certain Information Certain Interpretive Matters Certain Limitations Certain Limitations on Adjustments Certain Limitations Relating to Accounting Treatment of Awards Certain Market Activities Certain Matters of Construction Certain Other Adjustments Certain Pledges Certain Pledges; Successors and Assigns Generally Certain Reductions Certain Reductions and Offsets Certain Reports Certain Representations Certain Representations, Warranties and Covenants Certain Rights of Agent Certain Rules of Construction Certain Rules of Interpretation Certain Tax Matters Certain Terminations of Employment During a Non-CiC Period Certain Terminations of Service Certain Terms Certain Terms Defined Certain Trading Activities Certain Transactions Certain Transactions and Confidentiality Certain Trusts Certain Waivers Certificate Certificate as to Adjustments Certificate of Beneficial Ownership Certificate of Beneficial Ownership and Other Additional Information Certificate of Occupancy Certificate of Representations and Warranties Certificate of the Borrower Certificates Certificates and Resolutions Certificates for Reimbursement Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans Certificates for Restricted Shares Certificates for Restricted Stock Certificates for Stock Certificates From Lenders Certificates of Good Standing Certificates of Insurance Certificates, Authorities and Permits Certificates; Other Information Certification Certification of Compliance Certifications Certifications From Banks and Participants; USA PATRIOT Act Certified Access Specialist Cessation of Accrual of Interest Cessation of Benefits Cessation of Business Cessation of Eligibility Cessation of Employment Cessation of Operations Cessation of Participation Cessation of Service CFTC Registration Status Chair of the Nominating and Corporate Governance Committee$10,000 Chair of the Nominating and Corporate Governance Committee$8,000 Chairman of the Board Chairman of the Board or Lead Independent Director Chairman of the Nominating and Corporate Governance Committee$10,000 Chairman of the Nominating and Corporate Governance Committee$5,000 Chairman of the Nominating and Corporate Governance Committee$8,000 Chairperson of the Audit Committee Chairperson of the Board Chairperson of the Compensation Committee Chairperson of the Nominating and Corporate Governance Committee Change in Accountants or Accounting Policy Change in Board Composition Change in Board of Directors Change in Business Change in Business; Change in Control or Executive Office Change in Capitalization Change-in-Control Change in Control and Other Events Change in Control Benefit Change in Control Benefits Change in Control Defined Change in Control Definition Change in Control Event Change in Control Non-Compete Benefits Change in Control of the Company Change in Control Payment Change in Control Period Change in Control Provisions Change in Control Severance Benefits Change in Control Termination Change in Credit and Collection Policy Change in Effective Control of the Company Change in Executive’s Position Change in Fiscal Year Change in Nature of Business Change in Option Price or Rate of Conversion Change in Ownership Change in Ownership of a Substantial Portion of the Company’s Assets Change in Ownership of the Company Change in Payment Instructions to Obligors Change in Time Commitment Change of Address Change of Address, Etc Change of Circumstances Change of Control Change of Control Period Change of Control Separation Benefits Change of Control Termination Change of Currency Change of Lending Office Change of Location of Underlying Instruments Change of Name Change of Name or Location of Receivable Files Change of Name or Location of Servicer Files or Receivable Files Change of Name, Etc Change Orders Change Request Change to the Plan Changed Status, Position, Authorities, Duties or Responsibilities Changes Changes in Business, Management, Control, or Business Locations Changes in Business, Management, Ownership, or Business Locations Changes in Capital Adequacy Regulations Changes in Capital Structure Changes in Capitalization Changes in Entity Structure Changes in Fiscal Periods Changes in GAAP Changes in Organizational Documents Changes in Payment Instructions Changes in Payroll Deductions Changes in Shares Changes in Stock Changes in Writing Changes to the Lenders Changes to the Plan Changes to the Plan and Awards Channel Sharing Agreements Characteristics of Receivables. Each Receivable Characterization of Receivables Charges and Transfer Taxes Charges for Management Services Charges, Taxes and Expenses Charter Documents Chemical Safety Program Chief Executive Office Chief Executive Office/Jurisdiction of Organization Choice of Law Choice of Law and Venue Choice of Law and Venue; Jury Trial Waiver; Judicial Reference Provision Choice of Law; Forum Selection Choice of Law; Jurisdiction Choice of Law; Survival Choice of Law; Venue Choice of Laws CIC Qualifying Termination Circumstances Affecting LIBOR Rate Availability Claim Decision Claim Procedure Claimed Infringement Claims Claims Against Licensor for Breach of Agreement Claims and Review Procedures Claims Covered by This Agreement Claims Fiduciary Claims for Benefits Claims for Indemnification or Advancement; Determination of Eligibility Claims Initiated by Indemnitee Claims-Made Forms Claims Not Covered by This Agreement Claims Not Released Claims Not Waived and Cooperation With Governmental Entities Claims Procedure Claims Procedures Claims Procedures Mandatory Claims Released Claims Subject to Arbitration Classification and Reclassification Classification Changes Clauses Restricting Subsidiary Distributions Claw-Back Provisions Clawback Clawback of Certain Compensation and Benefits Clawback of Gains on Termination for Justifiable Cause Clawback or Recoupment Clawback Policy Clawback Provision Clawback Provisions Clawback Rights Clawback/Forfeiture Clawback/Recoupment Clawback/Recovery Clawback/Repayment Client Client Indemnification Client Indemnity Client Responsibility Client's Obligations Clinical Studies Clinical Supply Clinical Supply Agreement Clinical Trials Closing Closing Actions Closing and Solvency Certificate Closing Availability Closing Certificate Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates Closing Certificates Closing Certificates and Good Standing Certificates Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates Closing Certificates; Etc Closing Conditions Closing Costs Closing Costs and Credits Closing Date Closing Date Acquisition Closing Date Certificate Closing Deliverables Closing Deliveries Closing Fee Closing Fees Closing Obligations Closing of Books Closing Statement Co-Collateral Agent Co-Operation Cobra COBRA Benefits COBRA Coverage COBRA Payment COBRA Premiums COBRA Reimbursement Code [SectionA Code [SectionG Code Code [SectionA CodeAdjustments CodeCompliance Codes of Conduct Cohoes Fashions of Cranston, Inc Collaboration Collaboration Agreement Collaboration Overview Collateral Collateral Access Agreements Collateral Access and Control Agreements Collateral Agency Agreement and Depositary Agreement Collateral Agent Collateral and Guarantee Matters Collateral and Guaranty Matters Collateral Assignment of Leases Collateral Description Collateral Documents Collateral Documents Collateral Evaluation Fee and Fee Letter Collateral Examination Collateral Matters Collection Account; Reserve Account Collection of Accounts Collection of Accounts, General Intangibles and Negotiable Collateral Collection of Receivables Collection Policy Collection Practices Collection; Foreclosure Collections Collective/Class Action Waiver Colony American Homes, Inc Combination Product Combination Products Comfort Letter Commencement Commencement and Permitting Commencement and Permitting of the Tenant Improvements Commencement Date Commencement Date Delay Commencement of Benefit Payments Commencement of Employment Commencement of Exercisability Commencement of Participation Commencement of Purchases of Common Stock Commencement of Regular Sales of Common Stock Commercial Diligence Commercial Documentary Letters of Credit Fees Commercial General Liability Commercial General Liability Insurance Commercial Milestone Payments Commercial Milestones Commercial Purpose Commercial Supply Commercial Supply Agreement Commercial Tort Claims Commercial Updates Commercialization Commercialization Activities Commercialization Diligence Commercialization License Commercialization Plan Commercialization Plans Commercialization Records Commercialization Reports Commercialization Responsibilities Commercially Reasonable Efforts Commingling Commissions Commitment Commitment Amount Commitment Fee Commitment Fees Commitment to Company; Avoidance of Conflict of Interest Commitments Committed Loans Committee Committee Action Committee Actions Committee Administration Committee Authority Committee Certification Committee Composition Committee Composition; Authority Committee Decisions Final Committee Determination Committee Determinations Committee Discretion Committee Interpretation and Discretion Committee Meetings Committee Members Committee Powers Committee Procedures Committee Responsibilities Committee’s Powers Committees Common Area Common Areas Common Interest Common Interest Disclosures Common Stock Common Stock Subject to the Plan Communication by Cellular Phone or Other Wireless Device Communication With Accountants Communications Communications and Computer Line Communications and Computer Lines Communications Rules Communications With Regulatory Authorities Community Property Company Company Actions Upon Exercise Company Assignment and Successors Company Authority Company Benefits Company Closing Deliverables Company Counsel Legal Opinion Company Creation and Use of Confidential Information Company Deliveries Company Documents Company Equity Awards Company Financial Statements Company Group Information Company Indemnification Company Information Company Not anInvestment Company Company Obligations Upon Termination Company Party Termination Events Company Performance Component =%Company Policies Company Policies and Benefits Company Policies and Procedures Company Policies and Proprietary Information Agreement Company Policies; Confidential Information and Inventions Agreement Company Property Company Property and Materials Company Property; Returning Company Documents Company Records Company Recoupment of Awards Company Release Company Representations and Warranties Company Share Issuance Prerequisites Company Statement as to Compliance Company Stock Company Stock Ownership Guidelines Company Successors Company; Participant Company’s Accounting System Company’s Obligation to Deliver Shares Company’s Obligation to Pay Company’s Representations and Warranties Company’s Representations, Warranties and Agreements Company's Successors Company’s Successors Comparable Buildings Compelled Disclosure Compensation Compensation and Benefits Compensation and Benefits During Employment Compensation and Benefits Upon Termination Compensation and Reimbursements Compensation and Related Matters Compensation Committee Compensation for Breakage or Non‑Commencement of Interest Periods Compensation for Buy-in on Failure to Timely Deliver Warrant Shares Upon Exercise Compensation for Losses Compensation in Event of Termination Compensation Limits Compensation of the Adviser Compensation Recoupment Policy Compensation Recovery Compensation Recovery Policy Compensation Upon an Involuntary Termination of Employment Compensation Upon Termination Compensation Upon Termination or During Incapacity Compensation, Expenses and Indemnity Compensation; Professional Assistance; Good Faith Actions Compensation/Benefits Competing Business Competition Competitive Activity Competitor Complaints Complete Agreement Complete Agreement; Amendments Complete Agreement; Construction Complete Disclosure Complete Statement of Plan Completion of a Utilisation Request Completion of Landlord’s Work Completion of Proceedings Compliance Compliance and Resolution Compliance Certificate Compliance Certificates Compliance With Compliance With [SectionA Compliance With Commitments Compliance With Covenants Compliance With Drawings and Schedule Compliance With EESA Compliance With ERISA Compliance With FCPA Compliance With Insurance Requirements Compliance With IRC SectionA Compliance With Law Compliance With Laws Compliance With Laws and Regulations Compliance With Legal and Other Requirements Compliance With Legal Requirements Compliance With Other Instruments Compliance With Policies Compliance With Policies and Guidelines Compliance With Principal Market Rules Compliance With Recoupment, Ownership and Other Policies or Agreements Compliance With Registration Requirements Compliance With Restrictive Covenants Compliance With Sanctions Compliance With SectionA Compliance With SectionA of the Code Compliance With Statutes, OFAC Rules and Regulations; Patriot Act; FCPA Compliance With Terms of Leaseholds Compliance With the Collection Policy Compliance With This Agreement Compliance With Transaction Documents Component Costs Components Composition Computation Computation of Interest Computation of Interest and Fees Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate Computation of Interest and Related Fees Computation of Interest, Fees, Yield Protection Computations Computer Access Concerning the Shares Condemnation Condemnation Proceeds Condition Condition and Sufficiency of Assets Condition of Borrower Condition of Borrowers Condition of Existing Premises Condition of Expansion Premises Condition of Premises Condition of the Borrower Condition of the Building and Premises Upon Surrender Condition of the Premises Condition Precedent Condition to Company Action Condition to Effectiveness Conditional Exercise Conditional Sign-on Bonus Conditions Conditions and Timing for Severance Benefits Conditions of Award Conditions of Effectiveness Conditions of Indemnification Conditions of Initial Credit Extension Conditions of Lending and Issuance of Letters of Conditions of the Company’s Obligations at Closing Conditions of Utilisation Conditions on Delivery of Stock Conditions Precedent Conditions Precedent to Additional Term Loans Conditions Precedent to All Credit Extensions Conditions Precedent to Closing Conditions Precedent to Each Borrowing Conditions Precedent to Effectiveness Conditions Precedent to Effectiveness of Amendment Conditions Precedent to Initial Credit Extension Conditions Precedent to Initial Loans Conditions Precedent to Initial Term Loans Conditions Precedent to the Closing Date Conditions Precedent/Effectiveness Conditions Conditions Subsequent Conditions to Agent’s Obligations Conditions to All Credit Extensions Conditions to and Timing of Severance Payments Conditions to Closing Conditions to Cowen’s Obligations Conditions to Delivery of Stock Conditions to Each Advance Conditions to Each Extension of Credit Conditions to Effectiveness Conditions to Effectiveness of Agreement Conditions to Effectiveness of Amendment Conditions to Effectiveness of Extension Conditions to Effectiveness of Extensions Conditions to Effectiveness of Increase Conditions to Effectiveness of the Amendment Conditions to Exercise Conditions to Indemnification Conditions to Initial Advances Conditions to Initial Extension of Credit Conditions to Issuance of Common Stock Conditions to Issuance of Shares Conditions to Obligations of Buyer Conditions to Obligations of the Company Conditions to Purchaser’s Obligations at the Closing Conditions to Receipt of Annual Bonus Conditions to Receipt of Severance Benefits Conditions to Subsequent Credit Extensions Conditions to the Agent’s Obligations Conditions to the Buyer’s Obligation to Purchase Conditions to the Company’s Obligation Conditions to the Company’s Obligation to Sell Conditions to the Company’s Obligations Conditions to the Company’s Right to Commence Conditions to the Effectiveness of This Amendment Conditions to the Investor’s Obligation to Purchase Shares of Common Stock Conditions to the Purchasers’ Obligation Conditions Upon Issuance of Shares Conditions, Release of Claims Conduct Conduct of Arbitration Conduct of Business Conduct of Business and Maintenance of Existence and Assets Conduct of Business and Maintenance of Existence; Compliance Conduct of Business; Regulatory Permits Conduct of Certain Actions; Costs Conduct of Indemnification Proceedings Conduct of Research Conduct of the Arbitration Confidential and Proprietary Information Confidential Information Confidential Information Agreement Confidential Information and Invention Assignments Confidential Information and Inventions Confidential Information and Trade Secrets Confidential Information Defined Confidential Information of Others Confidential Information Post-Employment Confidential Information, Intellectual Property and Noncompetition Confidential Information, Non-Competition and Non-Solicitation Confidential Information, Non-Competition and Non-Solicitation Obligations Confidential Information, Noncompetition and Cooperation Confidential Relationship Confidential Terms Confidential Treatment Confidentiality Confidentiality Agreement Confidentiality and Non-Disclosure Confidentiality and Proprietary Rights Confidentiality and Related Matters Confidentiality Covenant Confidentiality During Employment Confidentiality Obligation Confidentiality Obligations Confidentiality Obligations; Non-Solicitation Confidentiality of Agreement Confidentiality of Arbitration Confidentiality of Information Confidentiality of Terms of Agreement Confidentiality of the Agreement Confidentiality of This Agreement Confidentiality, Intellectual Property, Non-Solicitation, and Non-Competition Agreement Confidentiality; Assignment of Inventions; Background Check Confidentiality; Exceptions Confidentiality; Sharing Information Confidentiality/Non-Disclosure Confidentiality/Noncompetition Confirmation Confirmation as to Dutch Collateral Documents Confirmation of Dates Confirmation of Lease Confirmation of Representations and Warranties Confirmation of Security Confirmation to the Company Conflict Conflict of Interest Conflict of Interest Guidelines Conflict of Terms Conflict With Issuer Documents Conflict With Letter of Credit Application Conflict With LOC Documents Conflicting Activities Conflicting Agreements Conflicting Employment Conflicting Obligations Conflicting Provisions Conflicts Conflicts and Pending Action Conflicts of Interest Conflicts or Inconsistencies Conflicts; Amendment Conflicts; Consents of Third Parties Conflicts; Defaults Conforming Changes Conformity to Securities Laws Conformity With EDGAR Filing Conformity With Plan Consent Consent Fee Consent in Contemplation of Transfer Consent of Administrative Agent Consent of Affected Lenders Consent of Affected Lenders Required Consent of All Lenders Consent of Lenders Affected Required Consent of Loan Guarantor Consent of the Guarantors Consent to Electronic Delivery Consent to Electronic Delivery and Acceptance of All Plan Documents and Disclosures Consent to Electronic Delivery and Execution Consent to Electronic Delivery and Participation Consent to Electronic Delivery and Signature Consent to Electronic Delivery of All Plan Documents and Disclosures Consent to Electronic Delivery; Electronic Signature Consent to Jurisdiction Consent to Jurisdiction and Venue Consent to Jurisdiction; Service of Process Consent to Jurisdiction; Service of Process; Waiver of Jury Trial Consent to Offset Consent to Personal Data Processing and Transfer Consent to Settle Consents Consents and Approvals Consents and Approvals; No Violations Consents; Approvals Consents; Authorization; Conflicts Consents; Preferential Rights; Non-Competes Consequences of a Reorganization Event on Restricted Stock Consequences of Failure to Satisfy Vesting Conditions Consequences of Termination Consequences of Violation Consequential and Other Damages Consequential Damages Consideration Consideration for Grants Consideration Period Consideration to the Company Consideration; Acknowledgment of Receipt of All Compensation Considerations on Review Consistent Treatment Consolidated Adjusted Net Worth Consolidated Asset Coverage Ratio Consolidated EBITDA Consolidated EBITDA Definition Consolidated EBITDA for Subject Period (Line I Consolidated Fixed Charge Coverage Ratio Consolidated Fixed Charge Coverage Ratio (Line II Consolidated Fixed Charges for Subject Period Consolidated Funded Indebtedness at Financial Statement Date$Consolidated Interest Charges;Consolidated Interest Coverage Ratio Consolidated Interest Expense;Consolidated Leverage Ratio Consolidated Leverage Ratio (Line I Consolidated Net Interest Expense,Consolidated Net Leverage Ratio Consolidated Net Worth Consolidated Tangible Net Worth Consolidated Total Leverage Ratio Consolidated Total Net Leverage Ratio Consolidation of Variable Interest Entities Consolidations and Mergers Construction Construction and Interpretation Construction Contract; Cost Budget Construction Contracts Construction Documents Construction Insurance Construction Management Fee Construction of Agreement Construction of Landlord's TI Work Construction of Project and Other Improvements Construction of Property and Other Improvements Construction of Tenant Improvements Construction Representatives Construction Reserve Funded to Required Amount Construction; Entire Agreement Construction; Headings Construction; Interpretation Constructive Termination Consultant Consultants Consultants and Other Advisors Consultation Consultation With Attorney Consultation With Counsel Consultation With Counsel and Interpretation of This Agreement Consulting Consulting Agreement Consulting Engagement Consulting Fee Consulting Fees Consulting Period Consulting Services Consumables Consummation of PCC Acquisition Contemplated Amendments Content Content of Borrowing Requests Content of Interest Election Requests Content of Notice of Termination Contents of Notice Contingency Contingent Liabilities Contingent Obligations Continuation of Benefits Continuation of Benefits After the Termination Date Continuation of Dividend Equivalents Continuation of Employment Continuation of Indemnity Continuation of or Change in Business Continuation of Representations and Warranties Continuation of Service Until Date of Termination Continued Compliance Continued Effect Continued Effectiveness of the Financing Agreement and Other Loan Documents Continued Employee Benefits Continued Employment Continued Healthcare Continued Healthcare Coverage Continued Performance Continued Service Continuing Application of Plan Terms Continuing Effect Continuing Effect; Reaffirmation of Guarantee Continuing Effect; Reaffirmation of Guarantee Agreement Continuing Guaranty Continuing Obligations Continuing Security Interest Continuing Security InterestAssignments Under Credit Agreement Continuing Validity Continuous Employment Continuous Relationship With the Company Required Contract Review Contractor Contractor Warranties Contractors Contractors and Subcontractors Contracts Contracts and Leases ContractsAct Contractual Rights to Benefits Contribution Contribution in the Event of Joint Liability Contribution Indebtedness;Contributions Control Control & Management of Licensed Products Control Agreement Control Agreements Control Areas Control of Defense Controlled Accounts Controlled Accounts; Controlled Investments Controlling Document Controlling Provisions ControlorControlled Conversion Conversion and Continuance Conversion and Continuation of Loans Conversion and Continuation Options Conversion and Exercise Procedures Conversion at the Option of the Payee Conversion of Active Materials and Components Conversion of Senior Debt Conversion Price Conversion Procedure Conversion Right Conversion to Common Stock Conversion to Stock Conversions Conveyancing or Transfer Tax Forms or Returns Cooperation Cooperation and Assistance Cooperation and Coordination Cooperation and Non-Disparagement Cooperation of Borrower Cooperation of the Parties Cooperation on Tax Matters Cooperation With Company Cooperation With Purchaser’s Auditors and SEC Filing Requirements Cooperation With the Company After Termination Cooperation; Further Assurances Coordination Coordination Fee Coordination With Other Agreements Coordination With Other Benefits Coordination With Other Plans Copies Copies of Environmental Reports Copies of Registration Statement and Prospectus Copies; Entire Agreement; Modification Copyright Notice Copyrights, Patents, Trademarks and Licenses, Etc Corporate Action Constituting Grant of Awards Corporate Action Constituting Grant of Stock Awards Corporate and Partnership Authority Corporate Changes Corporate Collateral Agent Required; Eligibility Corporate Consents Corporate Documents Corporate Existence Corporate Existence and Power Corporate Integrity Agreement Corporate Performance Goals Corporate Power Corporate Power, Authority and Binding Agreement Corporate Power; Authorization; Enforceable Obligations Corporate Proceedings Corporate Status Corporate Structure Corporate Transaction Corporate Transaction and Adjustments Corporate Transactions Corporation’s Responsibilities and Expenses Payable by the Corporation Correction of Loan Documents Corrections/Adjustments Corresponding Payment Cost and Expenses Cost of Collection Cost of Enforcement Cost of Improvements Cost Pools Cost Proposal Costs Costs and Expenses Costs and Expenses of Administration Costs and Fees Costs Includable in TI Fund Costs of Collection Costs of Enforcement Costs of Environmental Assessments Costs, Expenses and Attorney’s Fees Costs, Expenses and Attorneys’ Fees Costs, Expenses and Taxes Costs, Fees and Expenses Counsel Counsel Review Counterpart Execution Counterpart Signatures Counterparts Counterparts & Signatures Counterparts and Authority Counterparts and Electronic Signatures Counterparts and Facsimile or Electronic Deliveries Counterparts and Facsimile Signatures Counterparts and Facsimiles Counterparts and Signatures Counterparts; Delivery Counterparts; Digital Signatures Counterparts; Effectiveness Counterparts; Electronic Delivery Counterparts; Electronic Execution Counterparts; Electronic Execution of Documents Counterparts; Electronic or Facsimile Signatures Counterparts; Electronic Signatures Counterparts; Electronic Transmission Counterparts; Execution Counterparts; Facsimile Counterparts; Facsimile and PDF Signatures Counterparts; Facsimile Execution Counterparts; Facsimile Or Counterparts; Facsimile Signatures Counterparts; Facsimile Transmission Counterparts; Facsimile/Electronic Signatures Counterparts; Facsimile/Email Counterparts; Headings Counterparts; Integration Counterparts; Integration; Effectiveness Counterparts; Integration; Effectiveness; Electronic Execution Counterparts; Signatures Counterparts; Signatures by Facsimile Counterparts; Telecopy Counterparts/Electronic Execution and Delivery Counterparts/Electronic Signatures Counterparts/Fax Signatures Counterparts/Signatures Counterparty Purchases Country Addendum Country Addendum; Interpretation of Terms; General Country-Specific Provisions Covenant Covenant Against Liens Covenant Default Covenant Not to Compete Covenant Not to Compete and Non-Disclosure Covenant Not to Disclose Confidential Information Covenant Not to Solicit Covenant Not to Sue Covenant of Quiet Enjoyment Covenant Running With the Land Covenant to Deliver Covenant to Guarantee Obligations and Give Security Covenant to Guarantee the Secured Obligations and Give Security Covenants Covenants and Agreements Covenants and Agreements as Independent Agreements Covenants and Conditions; Construction of Agreement Covenants of the Adviser Covenants of the Company Covenants Relating to Ownership of Notes, Records and Documents Covenants; Representations and Warranties Coverage Covered Employees Covered Entities Covered Executives Covered Termination Covered Termination During a Change in Control Period Covered Termination During Change in Control Protection Period Covered Termination Unrelated to Change in Control Covered Transaction/Change in Control Cowen Counsel Legal Opinion Cowen Indemnification Creation of Liens Creation/Acquisition of Subsidiaries Creative Work Credit Agreement Credit Agreement Amendments Credit Agreement and Loan Documents Credit Agreement and Other Loan Documents Credit Agreement Refinancing Indebtedness;Credit Agreement; Guarantee Agreement Credit Agreement; Security Documents Credit and Collection Policy Credit Card Agreements Credit Card Notifications Credit Decision Credit Document Credit Documents Credit for Shortfall Credit Inquiries Credit of Dividend Equivalents Credit Party Assignments Credit Policy Credit Policy and Collection Policy Crediting of Accounts Crediting Payments Creditors Creditors’ Rights CRISPR Covenants CRISPR Patents Cross Collateralization Cross Default Cross-Default to the Nexstar Loan Documents; Failure to Conform Cross‑Default Cumulative Effect; Conflict of Terms Cumulative Prepayments Cumulative Reductions Floor Cumulative Remedies Cumulative Rights Curative Allocations Cure Period Currencies Generally Currency Currency Calculations Currency Conversion Currency Conversion Procedures for Judgments Currency Equivalents Generally Currency Exchange Currency Fluctuations Currency of Payments Currency; Exchange Rate Current Ratio Custody Customary Advertising Material Customary Permitted Liens;Customer and Trade Relations Customer List Customer Payments in U Customer Warranties Customers Customers and Suppliers Customs Valuation Cybersecurity D&O Insurance Damage Damage and Destruction Damage Near End of Term Damage or Destruction Damages Data Collection and Usage Data Exchange Data Exchange and Use Data Privacy Data Privacy Consent Data Processing and Legal Basis Data Protection Data Retention Data Room Data Security Data Sharing Data Subject Rights Date of Closing Date of Delivery Date of Exercise Date of Grant Date of Notice Date of Plan Participation Date of Termination Date Option Granted Day-to-Day Responsibility Death Death and Disability Death Benefit Death Benefits Death Benefits Under USERRA Death of Employee Death of Executive Death of Grantee Death of Optionee Death of Optionholder Death of Participant Death of Recipient Death or Disability Death or Total Disability of Optionee Death, Disability or Retirement Death, Personal Injury and Fraudulent Misrepresentation Death; Disability Death/Disability Debarment Debit of Accounts Debt Issuance Debt Issuances Debt Securities Statements and Reports Debt Service Coverage Ratio Debt to EBITDA Ratio Debt Transactions Debt Under the Loan Documents;Debtor Remains Liable Decision Decision Making Decision on Review Decision on Review of Denial of Claim Decision Timing and Expenses Decisions Decisions Binding Decisions Final Decisions of Board or Committee Decisions of Committee Declaration of Consent Decrease or Suspension of Payroll Deductions Deductibles Deduction Changes Deduction of Tax Deductions Deductions and Withholding Deemed Approval Deemed Consent Transfers Deemed Exercise of SARs Deemed Resignation Deemed Resignations Default Default and Remedies Default by Landlord Default in Other Agreements Default in Performance of Certain Covenants Default in Performance of Other Covenants and Conditions Default Interest Default Notice Default of Indebtedness Default of the Company Default Rate Default Rate of Interest Default; Breach Defaulted Lenders Defaulting Banks Defaulting Lender Defaulting Lender Adjustments Defaulting Lender Cure Defaulting Lender Fees Defaulting Lender Waterfall Defaulting Lenders Defaults Defaults in Other Agreements or Indebtedness Defaults Under Other Agreements Defaults Under the Credit Agreement Defective Product Defense Defense of Agent’s and Lenders’ Interests Defense of Claim Defense of Claims Defense of Claims Brought by Third Parties Defense of Infringement Claims Defense of Third Party Claims Defense of Title Defense to Indemnification and Burden of Proof Defense to Indemnification, Burden of Proof, and Presumptions Defenses and Setoffs Deferral Deferral Election Deferral Elections Deferral of Award Payment Deferral of Payment Deferral Pending Change in Control Deferrals Deferred Award Deferred Compensation Deferred Compensation Account Deferred Payments Deferred Revolving Loan Origination Fee Deferred Stock Deferred Stock Units Deficiencies Deficiency Defined Terms Defined Terms; Interpretation Definition Definition of Accrued Obligations Definition of Cause Definition of Change in Control Definition of Change in Control Period Definition of Change of Control Definition of Confidential Information Definition of Covered Termination Definition of Disability Definition of Good Reason Definition of Hazardous Materials Definition of Landlord Definition of Landlord’s Work Definition of Premises Definition of Qualified Retirement Definition of Termination Definition of Termination of Employment Definition of Terms Definition ofCause Definition ofChange in Control Definition ofChange in Control Termination Definition ofDisability Definition ofFor Cause Definition ofGood Reason Definition ofKnowledge Definitional Restrictions Definitions Definitions and Interpretation Definitions and References Definitions of Key Terms Relating to Additional Rent Definitions; Conflicts Definitions; Construction Definitions; Loan Document Definitions; Recitals Delaware Court of Chancery Delay Delay and Waiver Delay in Delivery Delay in Possession Delay in Requests Delay Not Caused by Parties Delay of Payments Delay of the Substantial Completion of the Premises Delayed Distribution to Specified Employee Delays Delays or Omissions Delegation Delegation by Committee Delegation by the Committee Delegation of Authority Delegation of Authority for Day-to-Day Administration Delegation of Authority to Grant Awards Delegation of Duties Delegation of Duties by a Fiduciary Delegation to Affiliates Delegation to an Officer Delegation to Committee Delegation to Officers Delete [Section Delete [Section 5 Delete [Section 9 Deleted Definitions Deletion Delisting Deliverables Deliverables at Triggering Event Dates; Certificates Delivered Documents Deliveries Deliveries by Borrower Deliveries by the Company Deliveries by the Investor Delivery Delivery and Payment Delivery and Payment for Units Delivery and Perfection Delivery and Shipping Delivery Date Delivery of a Utilisation Request Delivery of Additional Documentation Required Delivery of Certificate and New Warrant Delivery of Certificates Delivery of Certificates for Series G Shares Delivery of Collections Delivery of Common Stock Upon Conversion Delivery of Documents Delivery of Documents and Notices Delivery of Forfeited Shares Delivery of Letter of Credit Delivery of Loan Documents Delivery of New Warrants Upon Exercise Delivery of Notes Delivery of Notice Delivery of Payment Delivery of Placement Shares Delivery of Premises Delivery of Prospectus; Subsequent Changes Delivery of Registration Statement and Prospectus Delivery of Securities Delivery of Share Certificates Delivery of Shares Delivery of Shares to Settle Units Delivery of Shares; Forfeiture Delivery of Stock Delivery of Stock Certificates Delivery of the Premises Delivery of Title to Shares Delivery of Underlying Repurchase Documents Delivery of Warrant Shares Upon Exercise Delivery; Acceptance of Premises; Commencement Date Demand Registration Demand Registration Withdrawal Demand Rights Demand Waiver Demand; Protest Demolition Denial of Claim Denial of Claims Denominations Depletion of Reserve Deposit Deposit Accounts Deposit Accounts and Securities Accounts Deposit Accounts; Depository Bank Deposit of Collections Deposit of Funds Deposits Description of Electronic Delivery Description of Electronic Delivery and Signature Description of Services Description of Severance Benefits Descriptive Headings Descriptive Headings; Interpretation Designated Beneficiary Designated Borrowers Designated Lenders Designated Senior Indebtedness Designation Designation and Change of Designation Designation and Number Designation as Senior Debt Designation of a Different Lending Office Designation of a Foreign Subsidiary Borrower Designation of Additional Issuing Banks Designation of Affiliates Designation of Award Designation of Beneficiary Designation of Fiduciaries Designation of Lead Borrower as Borrowers’ Agent Designation of Option Designation of Subsidiaries Designation of Subsidiaries as Account Parties Destruction of Confidential Information Determination Determination by Independent Accountants Determination Date Determination of Achievement Determination of Amount Outstanding Determination of Awards Determination of Deficiency Determination of Dollar Amounts Determination of Equivalent Amounts Determination of Excise Tax Liability Determination of Final Value Determination of Losses Determination of Market Rent Determination of Option Rent Determination of Payout Formula or Formulae Determination of Target Awards Determination of Termination of Employment Determination of Top Heavy Status Determination of Values Determination to Honor Drawing Request Determinations Determinations to Honor Drawing Requests Detrimental Activities Detrimental Activity Detrimental Activity and Recapture Provisions Development Development and Regulatory Milestones Development Costs Development Diligence Development License Development Milestone Payments Development Milestones Development of Co-Funding Products Development Plan Development Plans Development Records Development Reports Development Responsibilities Development Supply Development Target Developments Developments Retained and Licensed Differential Wage Payments Digital Assets Diligence Diligence Obligations Diligence Reports Diligence Requirements Diligence; Standards of Conduct Diligent Commercialization Dilutive Effect DIP Budget Direct Claims Direct Debit Direct Expenses; Additional Rent Direction Direction of Prosecution Direction of Services Director Director and Officer Liability Insurance Director Awards Director's Compensation Directors and Officers Directors and Officers Liability Insurance Disability Disability Benefit Disability Benefits Disability Claims Disability of Grantee Disability of Optionee Disability of Optionholder Disability of Participant Disability or Death Disability or Disabled Disability; Death Disbandment Disbursement Disbursement of Advance Proceeds Disbursement of Improvement Allowance Disbursement of Revolving Credit and Swingline Loans Disbursement of Tenant Improvement Allowance Disbursement of the Tenant Improvements Allowance Disbursement Procedures Disbursements Disbursements, Reimbursement Discharge Discharge for Cause Discharge of Obligations Disclaimer Disclaimer of Consequential Damages Disclaimer of Other Representations and Warranties Disclaimer of Warranties Disclaimer of Warranty Disclaimers Disclosed Matters Disclosure Disclosure and Assignment of Inventions Disclosure and Use Restrictions Disclosure Controls Disclosure Controls and Procedures Disclosure Document Disclosure of Agreement Disclosure of Confidential Information Disclosure of Creations and Filings Disclosure of Evidence Disclosure of Information Disclosure of Intellectual Property Disclosure of Inventions Disclosure of Know-How Disclosure of Material Matters Disclosure of Participant Information Disclosure of This Agreement Disclosure of Transactions Disclosure Required by Court Order or Law Disclosure Schedule Disclosure Schedules Disclosure to Future Employers Disclosure Updates Disclosures Disclosures Required by Law Discontinuation of Committees Discontinuation of JSC Discontinuation of Participation on a Committee Discontinued Disposition Discontinued Use Discount Discovery Discretion Discretionary Acceleration Discretionary Adjustment of Award Formula Discretionary Adjustments Discretionary Bonus Discretionary Employer Contributions Discretionary Nature of Plan Discretionary Nature of the Swing Line Facility Discretionary Rights Discretionary Sales Discretionary Termination Disparagement Disposal of Assets Disposition of Assets Disposition of Assets; Liens Disposition of Awards Disposition of Collateral Disposition of Property Disposition of Securities Disposition of Stock in Event of Termination Dispositions Dispositions and Involuntary Dispositions Dispositions and Recovery Events Dispositions of Assets or Subsidiaries Dispositions of Cash Equivalents;Dispute Dispute Escalation Dispute Resolution Dispute Resolution; Consent to Jurisdiction Dispute Resolution/Agreement to Arbitrate Claims Disputed Breach Disputes Disputes Regarding Material Breach Disqualification Disqualified Institutions Disqualified Lenders Disqualifying Disposition Disqualifying Dispositions Disregarded Entity Dissemination of Information Dissolution Dissolution of JSC Dissolution or Liquidation Dissolution or Liquidation of the Company Distribution Distribution Calendar Year Distribution Elections Distribution of Benefit Distribution of Benefits Distribution of Offering Material by the Company Distribution of Shares Distribution of Shares of Common Stock Distributions Distributions by the Agent Distributions in the Ordinary Course Distributions on Account of Separation From Service Distributions Upon Death Distributions; Investments Distributions; Upstream Payments Diversion Dividend Equivalent Rights Dividend Equivalent Units Dividend Equivalents Dividend, Voting and Other Rights Dividends Dividends and Dividend Equivalents Dividends and Other Distributions Dividends and Related Distributions Dividends and Splits Dividends, Payments, and Guarantees During Event of Default Dividends; Other Rights Dividends; Rights as Stockholder Division Division 2 of Part C of the Food and Drug Regulations Divisions Documentary and Processing Charges Payable to L/C Issuer Documentation Documentation Required by FATCA Documents Documents and Other Materials Documents Mutually Drafted Dollars Domain Names Domestic Borrower Domestic Relations Orders Dominion Account Double TriggerForeshortening Draft Insurance Policy Review Drafting Drawdown Requests Drawdowns Drawings and Reimbursements; Funding of Participations DSR Funded to Required Amount DTC Eligibility DTSA Notification Due Authority Due Authorization Due Authorization; No Conflict Due Diligence Due Diligence and Non-Reliance Due Diligence Cooperation Due Diligence Fee Due Diligence Period Due Diligence Review Due Diligence; Non-Public Information Due Execution and Delivery Due on Sale Due Organization and Good Standing Due Organization and Qualification Due Organization, Authorization; Power and Authority Due Organization, AuthorizationPower and Authority Due Qualification Duplicate Counterparts; Facsimile Duplicate Originals Duration Duration of Agreement Duration of Election Duration of Exercisability Duration of Options Duration of Participation Duration of Plan Duration of SARs Duration of the Plan Duration; Survival During a Change in Control Period During Employment During Service Period With the Company Duties Duties and Location Duties and Powers of Committee Duties and Responsibilities Duties and Responsibilities; Best Efforts Duties of the Adviser Duties of the Trustee(s Duties to Be Performed Duty of Administrative Agent Duty of Cooperation Duty of Loyalty Duty to Cooperate Duty to Hold in Trust Duty to Inform Lessor Duty to Mitigate Each Loan or Letter of Credit Each Party the Drafter Each U Early Access Early Exercise Early Possession Early Retirement Early Retirement Benefit Early Termination Early Termination Fee Early Termination Right Early Unwind Earned Applicable Performance Units Earnest Money Earning and Vesting of Awards Earning of Performance Units and Performance Shares Earning of Performance Units/Shares Earning Performance Awards Earning Restricted Stock Units Earnings Earnings Statement Easements EBITDA Performance Component Economic Benefit EEA Financial Institution EEA Financial Institutions EEA+ Controller and Representative Effect Effect of Abatements Effect of Administrator’s Decision Effect of Agreement Effect of Agreement; Note to Continue in Full Force and Effect Effect of Amendment Effect of Amendment and Restatement Effect of Amendment No Effect of Amendment or Termination Effect of Amendments Effect of Assignment Effect of Awards Effect of Benchmark Transition Event Effect of Board’s Decision Effect of Breach Effect of Certain Events Effect of Certain Transactions Effect of Cessation of Service Effect of Change in Control Effect of Change in Control on Awards Effect of Change in Control on Nonemployee Director Awards Effect of Change of Control Effect of Conversion Effect of Corporate Transaction Effect of Death and Termination Due to Disability Effect of Death of Participant Effect of Default Effect of Entries Effect of Exercise Effect of Expiration Effect of Headings Effect of Leaves of Absence Effect of Non-Assumption in a Change in Control Effect of Other Agreements Effect of Payment Effect of Plan Effect of Plan Upon Other Compensation Plans Effect of Plan; Construction Effect of Pre-Closing Termination Effect of Prior Agreements Effect of Repeal Effect of Resignation Effect of Resignation or Removal Effect of Restatement Effect of Sale Transaction Effect of Termination Effect of Termination of Continuous Service Effect of Termination of Employment Effect of Termination of Service Effect of Termination on Awards Effect of Termination on Other Positions Effect of Termination on Sublicensees Effect of Termination or Expiration Effect of Termination or Reduction Effect of This Agreement Effect of This Amendment Effect of This Amendment No Effect of Transfer Effect of Waiver Effect ofChange in Control Effect on Employment Effect on Loan Documents Effect on Loan Documents; Ratification and Reaffirmation Effect on Options of Termination of Service for Cause Effect on Options of Termination of Service for Disability Effect on Other Benefits Effect on Other Employee Benefit Plans Effect on Other Plans Effect on Other Plans and Agreements Effect on Previous Agreements Effect; Effective Date Effective Date Effective Date and Allocations Effective Date and Approval of Shareholders Effective Date and Term Effective Date and Term of Plan Effective Date Conditions Effective Date of Plan Effective Date of Plan; Termination of Plan Effective Date of the Plan Effective Date; Amendment and Restatement Effective Date; Term Effective Date/Termination Effective Period and Termination Effective Registration Effective Registration Statement Effective Time Effectiveness Effectiveness Conditions Effectiveness of Agreement Effectiveness of Amendment Effectiveness of Assignments Effectiveness of Award Effectiveness of Commitment Increase by Borrower Effectiveness of Facsimile Documents and Signatures Effectiveness of Increase Effectiveness of Incremental Amendment Effectiveness of Prior Documents Effectiveness of Redemption Effectiveness of Termination Effectiveness, Duration and Termination of Agreement Effectiveness; Conditions Precedent Effectiveness; Governing Law Effects of Agreement Effects of Termination Effects on Loan Documents Efforts Efforts to Obtain Stockholder Approval Efforts to Relet Election Election Irrevocable Election to Receive Restricted Stock Unit Awards in Lieu of Compensation Election to Receive Restricted Stock Units in Lieu of Compensation Election to Withhold Shares Election Under Elections by the Borrower for Syndicated Borrowings Elective Deferrals Electricity Electronic Approvals Electronic Chattel Paper Electronic Communication Electronic Communications Electronic Communications; Voice Mail Electronic Contract Electronic Delivery Electronic Delivery and Acceptance Electronic Delivery and Acceptance of Documents Electronic Delivery and Participation Electronic Delivery of Documents Electronic Devices Electronic Execution Electronic Execution and Delivery Electronic Execution of Assignments Electronic Execution of Assignments and Certain Other Documents Electronic Execution of Certain Other Documents Electronic Execution of Documents Electronic Execution of Loan Documents Electronic Participation in Plan Electronic Signature and Delivery Electronic Signatures Electronic Signatures and Records Electronic Signatures; Counterparts Electronic Systems Electronic Transmissions and Counterparts Eligibility Eligibility and Participation Eligibility for Awards Eligibility for Matching Contribution Eligibility for Other Contributions Eligibility for Participation Eligibility for Severance Eligibility for Specific Awards Eligibility for Specific Stock Awards Eligibility of Collateral Eligibility of Receivables Eligibility to Participate Eligibility to Receive Benefits Eligibility; Per-Participant Limitations Eligible Award Recipients Eligible Compensation; Payroll Deductions Eligible Contract Participant Eligible Earnings Eligible Employee Eligible Employees Eligible Independent Contractor Eligible Inducement Award Recipients Eligible Participants Eligible Receivables Eligible Recipients Email Consents Emergency Generator Emerging Growth Company Status Eminent Domain Employee Employee Acknowledgement Employee Benefit Plans Employee Benefit Programs Employee Benefits Employee Benefits and Insurance Employee Contributions Employee Cooperation Employee Covenant Agreement Employee Data Privacy Employee Loans Employee Matters Employee Nondisclosure and Developments Agreement Employee Participation Employee Relations Employee Representation Employee Representations Employee Stock Purchase Plan Employee’s Disability or Death Employee’s Release of the Company Employee’s Representations Employees Employees and Consultants Employees, Consultants and Contractors Employer Employer and Plan Identification Numbers Employer Contributions Employer Credits Employer Discretionary Contribution Employer Information Employer’s Liability Employment Employment Agreement Employment Agreements Employment and Duties Employment at Will Employment by Successor Employment Changes Employment Commencement Date Employment Duties Employment Eligibility Employment Location Employment Matters Employment of Administrative Agent and Counsel Employment of Executive Employment or Other Relationship Employment or Service Employment Period Employment Policies Employment Relationship Employment Requirement Employment Requirement; Forfeiture Employment Rights Employment Status Employment Status and Duties Employment Taxes Employment Term Employment Termination Employment Termination; Consideration Employment Termination; Death; Disability Employment, Duties Employment, Duties and Agreements Employment; Duties Employment; Titles; Reporting Encumbrance Encumbrances End of Employment End of Employment and Service as a Director End of Fiscal Years; Fiscal Quarters End of Term Charge Ending Date for Plan’s Fiscal Year Energy Conservation Energy Performance Disclosure Information Enforce Your Rights Enforceability Enforceability in Jurisdictions Enforceability of Agreement Enforceability of Agreements Enforceability of Amendment Enforceability of Loan Documents Enforceability; Severability Enforceable Obligations Enforcement Enforcement Actions Enforcement and Binding Effect Enforcement and Severability Enforcement Costs Enforcement Expenses Enforcement Expenses; Indemnification Enforcement of Covenants Enforcement of Intellectual Property Rights Enforcement of Intellectual Property Rights and Assistance Enforcement of Product Trademarks Enforcement of Rights Enforcement of Rights and Remedies Enforcement Right Enforcement Rights Engagement Engagement of Services English Language English Language Consent Enrollment Entire Agreement Entire Agreement and Amendment Entire Agreement and Amendments Entire Agreement and Binding Effect Entire Agreement and Headings Entire Agreement and Modification Entire Agreement of the Parties; Amendments Entire Agreement; Amendment Entire Agreement; Amendment and Waiver Entire Agreement; Amendment; Severability Entire Agreement; Amendment; Waiver Entire Agreement; Amendments Entire Agreement; Amendments and Waivers Entire Agreement; Amendments; No Waiver Entire Agreement; Assignment Entire Agreement; Counterparts Entire Agreement; Enforcement of Rights Entire Agreement; Governing Law Entire Agreement; Modification Entire Agreement; Modification and Waiver Entire Agreement; Modifications Entire Agreement; Other Agreements Entire Agreement; Severability Entire Agreement; Superseding Effect; No Duplicative Benefits Entire Agreement/Amendment Entire AgreementGoverning Law Entire Amendment Entire Plan Entire Termination Payment Entire Understanding Entirety Entirety and Amendments Entity Entity Names Entity Status Entry and Inspection Entry by Landlord Environmental Environmental Assessment Environmental Assessments in General Environmental Claims Environmental Compliance Environmental Condition Environmental Conditions Environmental Disclosure Environmental Events Environmental Indemnification Environmental Indemnity Environmental Insurance Environmental Matters Environmental Notice Environmental Notices Environmental Report Environmental Reports Environmental Reports and Audits Environmental Reports; Clean-Up Equal and Ratable Benefit Equal Rights and Privileges Equal Treatment Equal Treatment of Purchasers Equals or Exceeds Maximum Equipment Equitable Adjustment Equitable Modification Equitable Relief Equitable Remedies Equitable Remedy Equity Equity Acceleration Equity Award Equity Awards Equity Capitalization Equity Compensation Equity Grant Equity Grants Equity Incentive Equity Incentive Awards Equity Incentive Compensation Equity Incentive Grants Equity Incentive Plan Equity Incentives Equity Interests Equity Interests and Personal Property Equity Investment Equity Issuance Equity Participation Equity Plans Equity Restructuring Equity Retainer Equity Rights Equity Securities Equity Vesting Erisa ERISA Compliance ERISA Event ERISA Events ERISA Matters ERISA Notices ERISA Notices and Requests ERISA Status Erroneous Application Erroneous Financial Information Erroneous Payments Errors and Omissions Escalation Escrow Escrow Agent Escrow Agreement Escrow of Shares Escrow; Pledge of Shares ESG Amendment Establishment Establishment and Purpose Establishment of Accounts Establishment of Fiscal Year Applicable Performance Target and Awards Establishment of Imaging System Establishment of JSC Establishment of Performance Period, Performance Goals and Performance Award Formula Establishment of Plan Establishment of Stock Unit Account Establishment of the Accounts Establishment of Trust Estoppel Estoppel Certificate Estoppel Certificate or Subordination Agreement Estoppel Certificates Estoppel; Term Loan Estoppels Ethical Business Practices Eurocurrency Loans Eurodollar Loans Eurodollar Rate Loans EV Charging Stations Event of Conflict Event of Default Events of Default Events of Default and Facility Amortization Event Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings Events of Default; Acceleration Events of Termination Evidence of Authority Evidence of Coverage Evidence of Debt Evidence of Grant Evidence of Insurance Evidence of Insurance and Notice of Changes Evidence of Payment Evidence of Payments Evidencing Stock Evoke's Representations and Warranties Examination Examinations Exception Exception for Amounts Covered by Insurance and Other Sources Exception for Ownership of Shares in Public Companies Exception to Assignments Exception to Right of Indemnification Exceptions Exceptions to Assignment of Intellectual Property Exceptions to Confidentiality Exceptions to General Release Exceptions to Requirement for Consent Exceptions to the General Rule Excess Availability Excess Brokerage Commissions Excess Cash Flow Excess Costs Excess Parachute Payment Excess Parachute Payments Excess Parachute Payments and Limitations Excess Share Limitation Excess Shares Excess TI Costs Exchange Exchange Control Information Exchange Listing Exchange of Class B Non-Voting Common Stock Exchange of Information Exchange Offer Registration Exchange or Replacement of Warrants Exchange Procedures Exchange Program Exchange Rate Exchange Rate; Manner and Place of Payment Exchange Rates; Currency Equivalents Exchange Rates; Currency Equivalents Generally Excluded Accounts;Excluded Accounts; And Excluded Assets Excluded Claims Excluded Collateral Excluded Information Excluded Inventions and Other Inventions Excluded Liabilities Excluded Property Exclusion Exclusion and Debarment Exclusion of Claim Exclusion of Immaterial Subsidiaries Exclusions Exclusions From General Release Exclusions From Indemnification Exclusive Discretion Exclusive Dispute Resolution Mechanism Exclusive Employment Exclusive Jurisdiction Exclusive Jurisdiction and Venue Exclusive License Grant Exclusive Remedies Exclusive Remedy Exclusive Service Exclusive Services Exclusive Severance Benefit Exclusive Severance Benefits Exclusive Use Areas Exclusivity Exclusivity Covenant Exclusivity of Salary and Benefits Exclusivity of Termination Benefits Exculpation Exculpation of Liability Exculpatory Provisions Executed Amendment Executed Counterparts Executed Credit Documents Executed Loan Documents Execution Execution and Counterparts Execution and Delivery Execution and Delivery of Notes Execution and Delivery; Enforceability Execution in Counterparts Execution of Additional Documents Execution of Agreement Execution of Amendments Execution of Credit Agreement and Credit Documents Execution of Credit Agreement; Loan Documents Execution of Documents Execution of Lease; No Option or Offer Execution of Receipts and Releases Execution of Release of Claims Execution of Separation Agreement Execution of Supplemental Instruments Execution/Acceptance Executive Executive Acknowledgement Executive Medical Executive Officers Executive Representation Executive Representations Executive Resolution Executive Successors Executive to Return Property Executive’s Acknowledgement Executive’s Commencement of Employment Executive’s Compensation Executive’s Cooperation Executive’s Death Executive’s Release Executive’s Release of the Company Executive’s Representations Executive’s Successors Executive’s Warranty and Indemnity Executive’sDisability Exempt Offering Exemption Exemption From Registration Exemption From Registration; No Disqualification Event Exemptions Exemptions fromLiability Exercisability Exercisability and Term Exercisability and Term of Options Exercisability of Option Exercisability Schedule Exercisability; Rights of a Shareholder Exercisability; Rights of a Stockholder Exercise Exercise and Payment of a SAR Exercise by Another Exercise Date Exercise for Cash Exercise of Option Exercise of Option and Purchase of Shares Exercise of Options Exercise of Options and Issue of Shares Exercise of Repurchase Right Exercise of Right to Terminate Exercise of Rights Exercise of SARs Exercise of Stock Appreciation Right Exercise of Warrant Exercise or Purchase Price Exercise or Strike Price Exercise Period Exercise Period and Expiration Date Exercise Period Following Termination of Service Exercise Period Upon Death or Disability Exercise Price Exercise Price and Other Terms Exercise Price of a Non-Qualified Stock Option Exercise Price of an Incentive Stock Option Exercise Price of Stock Appreciation Rights Exercise Prior to Vesting (Early Exercise Exercise Procedure Exercise Procedures Exercise Restriction for Non-Exempt Employees Exercise Schedule Exercise/Pledge Exercise/Sale Exercising the Option Exhaustion of Administrative Remedies Exhaustion of Remedies Exhibits Exhibits Incorporated Exhibits Incorporated by Reference; Conflicts Exhibits/Schedules Existence Existence and Good Standing Existence and Power Existence of Plans and Awards Existence, Qualification and Power Existence; Compliance With Law Existing Agreements Existing Credit Agreement Existing Credit Agreement Superseded Existing Definitions Existing Indebtedness Existing Indebtedness of the Loan Parties Existing Letters of Credit Existing Obligations Existing Premises Exit Fee Exit Interview Exit Obligations Exiting Lenders Expansion Effective Date Expansion Improvements Expansion in the Building Expansion Option Expansion Premises Expansion Premises Commencement Date Expansion Space Expansion Term Expense Advances Expense Allowance Expense Reimbursement Expense Reimbursements Expenses Expenses and Fees Expenses and Interest Expenses and Legal Fees Expenses and Recoveries Expenses and Reimbursements Expenses Incurred by Landlord Upon Tenant Requests Expenses of Lender Expenses of Registration Expenses of the Plan Expenses; Indemnification Expenses; Indemnity; Damage Waiver Expenses; Travel Experience Experience of Purchaser Experience of Such Purchaser Experience of the Buyer Experience of the Purchaser Experience, Financial Capability and Suitability Expiration Expiration Date Expiration of Agreement Expiration of Option Expiration of Option TermAutomatic Exercise of In-the-Money Options Expiration of SARs Expiration of Stock Appreciation Rights Expiration of Term Expiration of the Term, for Cause, or Without Good Reason Expiration of Valid Claims Expiration or Termination of This Agreement Expiry of Option Expiry of Options Expiry of Performance Share Award Expiry of Share Appreciation Rights Export Export Clause Export Compliance Export Control Export Control Regulations Export Controls Export Restrictions Express Authority Required Express Negligence Rule Extended Term Extended Term Loans Extension Extension Amendment Extension Fee Extension if Exercise Prevented by Law Extension of Exercise Period Extension of Lease Term Extension of Maturity Date Extension of Periods Extension of Restriction Period Extension of Revolving Credit Termination Date Extension of Term Extension of Term Loans Extension of Termination Date Extension of the Tenant Improvements Allowance Disbursement Deadline Extension Option Extension Options Extension or Amendment Extension or Amendment of Contracts Extension or Amendment of Pool Receivables Extension or Amendment of Receivables Extension Request Extension Right Extension Rights Extension Term Extension to Affiliates Extension; Waiver Extensions of Credit Extensions of Term Loans and Revolving Credit Commitments Extent of Liability; Contribution Extent of Liens Extent of Service Extent of Services Exterior Signage Extraordinary Compensation Extraordinary Dividend Extraordinary Receipt Extraordinary Receipts Facilitation of Agreement Facilities Facility Documents Facility Fee Facility Fees Facility of Payment Facsimile Signatures Failure of Agreements Failure or Indulgence Not Waiver Failure to Collect Failure to Deliver Failure to Determine Values Failure to Elect Failure to Elect; Events of Default Failure to Enforce Not a Waiver Failure to Exercise Failure to Maintain Insurance Failure to Make Payments Failure to Make Payments When Due Failure to Make Required Payments Failure to Pay Failure to Perform Failure to Provide Insurance Failure to Satisfy Conditions Precedent Failure to Supply Failure to Timely Clean-Up Failure to Timely Deliver Fair Consideration; No Avoidance for Loan Asset Payments Fair Market Rent Fair Market Value Fair Market Value Limitation Family Member Fatca FATCA Deduction Fax or Other Transmission FCC Consent FDA Debarment Federal Regulations Federal Reserve Regulations Fee Letter Fee Letters Fees and Costs Fees and Expenses Fees and Other Charges Fees Fully Earned Fees Nonrefundable Fees of the Independent Accountant Fees, Costs and Expenses Fees, Expenses and Interest Fees; Expenses Fidelity Bond/Insurance Fiduciary Duties Field Examination Filing a Claim Filing of Agent Free Writing Prospectuses Filing of Current Report and Registration Statement Filing of Financing Statements Filing of This Agreement Filings Filings and Recordings Filings Registrations and Recordings Filings, Consents and Approvals Filings, Registrations and Recordings Filings, Registrations, Recordings, Agreements, Etc Final Agreement Final Agreements Final and Binding Final Compensation Final Condition Final Deliveries Final Judgments or Orders Final Paycheck Final Payment Final Payment Date Final Retention Final Settlement Statement Final Space Plan Final Working Drawings Financial Ability Financial Accounts Financial Advisors Financial and Business Sophistication Financial and Other Information Financial Assurances Financial Condition Financial Condition Certificate Financial Condition Certificates Financial Condition Covenants Financial Counselling Financial Covenant Financial Covenants Financial Cure Financial Definitions and Calculations Financial Disclosure Financial Indebtedness Financial Information Financial Information and Reporting Financial Information of the Companies Financial Matters Financial Plan Financial Projections Financial Records Financial Records and Audits Financial Reporting Financial Reports Financial Responsibility Financial Statement Adjustments or Restatements Financial Statement Restatement Financial Statements Financial Statements and Other Information Financial Statements and Projections Financial Statements of Unrestricted Subsidiaries Financial Statements, Reports Financial Statements, Reports, Certificates Financial Statements; Financial Condition Financial Statements; No Material Adverse Effect Financing Financing Document Financing Documents Financing Statements Finder’s Fee Finder’s Fees Finra Fire Stairs Firm Orders Firpta FIRPTA Certificate Fiscal Year Fiscal Year and Accounting Changes Fiscal Year Compensation Fitness Center Fixed Charge Coverage Fixed Charge Coverage Ratio Fixed Rent Fixtures and Equipment Flexible Time Off Flexible Time Off and Benefits Flood Insurance Floor Load--Heavy Equipment Following Termination of Service For Any Reason For Cause For Cause by the Company For Convenience For Good Reason For Non-U For U Forbearance by Agents and Lenders Force and Effect Force Majeure Forced Conversion Forecast Forecasting Forecasts Foreign-Asset Control Regulations Foreign Asset/Account and Tax Reporting, Exchange Controls Foreign Asset/Account Reporting Information Foreign Asset/Account Reporting Notification Foreign Asset/Account Reporting Requirements and Exchange Controls Foreign Asset/Account, Exchange Control and Tax Reporting Foreign Asset/Account, Exchange Control Reporting Foreign Assets Control Foreign Award Recipients Foreign Corrupt Practices Foreign Currency Foreign Dispositions Foreign Employees Foreign Exchange Foreign Filings Foreign Guarantors Foreign Holders Foreign Participants Foreign Pension Plans Foreign Person Foreign Purchasers Foreign Subsidiaries Foreign Subsidiary Assets Foreign Subsidiary Voting Rights Forfeited and Expired Awards Forfeiture Forfeiture Allocations Forfeiture Events Forfeiture Following Termination of Employment Forfeiture in Certain Circumstances (Clawback Forfeiture of Award Forfeiture of Awards Forfeiture of Founder Shares Forfeiture of Grant Forfeiture of Options Forfeiture of Performance Share Units Forfeiture of PRSUs Forfeiture of Restricted Shares Forfeiture of Unvested Restricted Shares Forfeiture of Unvested RSUs Upon Cessation of Service Forfeiture Provisions Forfeiture Restrictions Forfeiture Risk Forfeiture Upon Breach of Certain Other Agreements Forfeiture Upon Termination as a Service Provider Forfeiture Upon Termination of Continuous Service Forfeiture Upon Termination of Status as a Service Provider Forfeiture, Clawback or Recoupment Forfeiture; Recovery of Compensation Forfeiture/Clawback Forfeiture/Repurchase Forfeitures Forgo Compensation Form and Time of Payment of Deferred Compensation Account Form and Time of Settlement of Stock Units Form and Timing of Payment Form and Timing of Payment of Performance Units and Performance Shares Form and Timing of Payment of Performance Units/Shares Form and Timing of Payment of Restricted Share Units Form and Timing of Payment Under Awards; Deferrals Form and Timing of Settlement Form and Timing of Severance Benefits Form D; Blue Sky Filings Form of Awards Form of Benefit Payment Form of Consideration Form of Distribution Form of Election Form of Exercise Form of Payment Form of Payment to Participant Form of Policies Form of Settlement Form of Warrant Formation Formation and Composition Formation and Qualification Formation Documents; Borrower Basic Documents Formation of Subsidiaries Formation or Acquisition of Subsidiaries Formation; Existence Former Employer Information Forms of Award Agreements Forms of Consideration Authorized Forms of Distribution Forum Forward-Looking Statements Fractional Shares Fractional Shares; Effect of Conversion Fractional Warrants Fractions Fraud or Willful Misconduct Free Writing Prospectuses Freedom to Approve Acquisitions, Etc Freestanding SARs Frequency of Meetings Fringe Benefits Fringe Benefits and Perquisites Fronting Fee and Documentary and Processing Charges Payable to Issuing Bank Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers Frustration of Closing Conditions FTE Records and Calculations Full and Accurate Disclosure Full and Complete Agreement Full Bonus Full Disclosure Full Floors Full Force and Effect Full Force and Effect During Notice Period Full Legal Name of Selling Stockholder Full Payment Full Settlement Full Time and Best Efforts Full-Time Attention Full Understanding Fully Compensated Function and Powers of the JSC Fund Liability Fundamental Changes Fundamental Changes; Dispositions Fundamental Transaction Fundamental Transactions Funded Indebtedness to EBITDA Ratio Funding Funding Account Funding by Lenders Funding by Lenders; Presumption by Administrative Agent Funding Indemnification Funding Losses Funding Losses, Etc Funding Notice; Funds Disbursement Instructions Funding of Loans Funding Source Fundings by Lenders Funds From Operations of the Consolidated Group Furloughs and Layoffs Furnish Information Furnishing of Information Furnishing of Information and Inspection of Receivables Furnishing of Information; Public Information Furniture Further Action Further Actions Further Agreements Further Assistance Further Assistance; Power of Attorney Further Assurance Further Assurances Further Assurances and Protections Further Assurances; Power of Attorney Further Documentation Further Instruments Further Reductions Further Representations Further Revenues and Expenses Future Cooperation Future Delivery and Execution of Documents Future Employers Future Employment Future Equity Awards Future Subsidiaries Future Subsidiaries. Cause Gender Gender and Number Gender and Plurals Gender Neutral Gender; Number General General Administration General Agreement General Assets General Committee Authority General Company Policies General Compliance General Consequences General Coverages General Description General Diligence General Eligibility Requirements General Fiduciary Duties General Immunity General Indemnification General Indemnification Procedures General Indemnity General Information General Intangibles;General Interpretive Principles General Non-Compete Benefits Following Termination General Payment Provisions General Procedures General Prohibition General Provisions General Purpose General Relationship General Release General Release and Waiver General Release of Claims General Release of Claims by Employee General Release of Claims by Executive General Release of the Company General Remedies General Representations and Warranties General Requirement General Requirements General Restrictions General Rule General Rules General Solicitation General Statement General Terms General Vesting General Vesting Terms General Waivers Generally Generator Generic Competition Generic Drug or Biosimilar Product Generic Entry Generic Products German Lender Status Confirmation German Parallel Debt German Tax Credit German Tax Gross-Up German Tax Indemnity Global Branding Strategy Global Development Plan Global Guarantors Global Safety Database Going Concern Good and Marketable Title Good Faith Good Faith Deposit Good Reason Good Standing Good Standing and Full Force and Effect Certificates Good Standing Certificate Good Standing Certificates Good Standing of the Company Good Title Goodwill Governance Governing Document Governing Documents Governing Law Governing Law and Choice of Forum Governing Law and Consent to Jurisdiction Governing Law and Dispute Resolution Governing Law and Forum Governing Law and Forum Selection Governing Law and Interpretation Governing Law and Jurisdiction Governing Law and Miscellaneous Provisions Governing Law and Severability Governing Law and Submission to Jurisdiction Governing Law and Time; Waiver of Jury Trial Governing Law and Venue Governing Law Provisions Governing Law, Etc Governing Law, Jurisdiction and Forum Governing Law, Jurisdiction and Venue Governing Law; Arbitration Governing Law; Consent to Jurisdiction Governing Law; Consent to Jurisdiction; Waiver of Jury Trial Governing Law; Consent to Personal Jurisdiction Governing Law; Construction Governing Law; Dispute Resolution Governing Law; Exclusive Jurisdiction Governing Law; Forum Governing Law; Forum Selection; Jury Waiver Governing Law; Interpretation Governing Law; Interpretation and Partial Invalidity Governing Law; Jurisdiction Governing Law; Jurisdiction and Venue Governing Law; Jurisdiction; Etc Governing Law; Jurisdiction; Jury Trial Governing Law; Jurisdiction; Venue; Jury-Trial Waiver; Fees and Expenses Governing Law; Jurisdiction; VenueJury Waiver; Binding Arbitration Governing Law; Jurisdiction; Waiver of Jury Trial Governing Law; Jurisdiction; Waiver of Jury Trial; Etc Governing Law; Non-Binding Mediation; Jurisdiction Governing Law; Resolution of Disputes Governing Law; Severability Governing Law; Submission to Jurisdiction Governing Law; Submission to Jurisdiction; Selection of Forum Governing Law; Venue Governing Law; Venue; Jury Trial Waiver Governing Law; Venue; Severability Governing Law; Waiver of Jury Trial Governing Law; WAIVER of TRIAL by JURY Governing Law/Dispute Resolution Governing Law/Jurisdiction Governing Law/Venue Governing LawJurisdiction and Venue Governing Laws Governing Plan Document Government Agencies Government and Economic Development Reporting Government and Other Consents Government Compliance Government Consents Government Contracts Government Cooperation Government Filings Government or Third Party Government Receivables Government Regulation Government Reservation Government Rights Governmental Agencies Governmental and Third Party Approvals Governmental and Third-Party Authorization Governmental Approval Governmental Approvals Governmental Approvals; No Conflicts Governmental Authority Governmental Authorization Governmental Authorization; 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Political Contributions Illegality Illegality or Impracticability of LIBOR Loans Illegality; Increased Costs; Deposits Not Available Immaterial Subsidiaries Immigration Impact of Event Impact on Other Benefits Implementation of Changes Imposition of Other Requirements Improper Transfer Improvement Allowance Improvements Imputed Income In [Article 1 In [Section 1 In [Section 2 In [Section 6 In Connection With a Corporate Transaction In General In Kind Dividends In-License Agreements In the Licensed Field In the Retained Field In This Agreement Inability to Determine Applicable Interest Rate Inability to Determine Interest Rate Inability to Determine Rates Inability to Obtain Authority Inability to Pay Debts; Attachment Inability to Perform Incapacity of Recipient Incentive and Bonus Compensation Incentive Awards Incentive Bonus Incentive Compensation Incentive Compensation (Equity Incentive Plan Incentive Stock Option Incentive Stock Option Limit Incentive Stock Option Limitations Incentive Stock Options Incentive, Savings and Retirement Plans Income Tax Liability Income Tax Matters Income Tax Withholding Income Taxes Inconsistencies Inconsistency Incorporated Documents Incorporation Incorporation and Corporate Power Incorporation and Good Standing Incorporation by Reference Incorporation by Reference, Etc Incorporation by Reference; 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Attorney Fees Indemnification in Other Situations Indemnification Obligation Indemnification of Executive Indemnification of Expenses of Successful Party Indemnification of Licensee Indemnification of Purchaser Indemnification of Purchasers Indemnification of Seller Indemnification of the Agent Indemnification of the Plan Administrator and Assistants Indemnification of the Purchaser Indemnification Payment Indemnification Payments Indemnification Procedure Indemnification Procedures Indemnification; D&O Insurance Indemnification; Liability Insurance Indemnification/D&O Insurance Indemnification/Insurance Indemnifications Indemnity Indemnity and Contribution Indemnity and Expenses Indemnity in Certain Events Indemnity in Proceedings by or in the Right of the Company Indemnity in Third-Party Proceedings Indemnity of Committee Indemnity of Indemnitee Indemnity to the Agent Indenture Independence of Covenants Independent Accountants Independent Analysis Independent Consideration Independent Contracting Parties Independent Contractor Independent Contractor Relationship Independent Contractor Status Independent Contractors Independent Counsel Independent Covenants Independent Development Independent Development Activities Independent Development Costs Independent Director Independent Engineer Report Independent Investigation Independent Legal Advice Independent Legal Counsel Independent Liability Independent Manager Independent Nature of Holders’ Obligations and Rights Independent Nature of Investors’ Obligations and Rights Independent Nature of Purchasers’ Obligations and Rights Independent Obligations Independent Parties Independent Public Accountant Independent Tax Advice Indictment Indirect Taxes Individual Capacities Individual Director Limits Individual Goals Performance Component Individual Limitations Individual Limits Individual Performance Component=%Individual Target Bonuses Inducement Recapture Inducement Share Pool and Inducement Award Rules Indulgences, Etc Industry Classification Groups Ineligible Securities Inflation Information Information and Sophistication Information as to Borrowers Information Confidential Information Correct and Current Information Covenants Information in Interest Election Requests Information Provided to TPG Capital BD Information Regarding Collateral Information Rights Information Security Information Sharing Information Statement Information Technology Informed Execution Infringement Infringement and Litigation Infringement by Third Parties Infringement Claims by Third Parties Infringement of Third Party Rights Initial Advance Initial and Subsequent Loans Initial Appointment Equity Grant Initial Award Initial Awards Initial Borrowing Base and Quarterly Commitment Reductions Initial Claim Initial Deferral Election Initial Deposits Initial Elections Initial Eligibility Initial Equity Grants Initial Grant Initial Grant for New Directors Initial Grants Initial Lease Term Initial License Payment Initial Options Initial Payment Initial Period Initial Right to Enforce Initial Stock Option Grant Initial Technology Transfer Initial Term Initial Term Loan Initial Term Loans Initial Term; Renewal Terms Initial Value of Performance Shares and Performance Units Initiation – Written Request Initiation of Proceeding Injunction Injunctive or Other Equity Relief Injunctive Relief Injunctive Relief for Breach Insider Trading Insider-Trading Notification Insider Trading Policy Insider Trading/Market Abuse Insolvency Insolvency Event Insolvency Events Insolvency Proceedings, Etc Insolvency; Voluntary Proceedings Inspection Inspection and Access Inspection by Landlord Inspection by Regulatory Authorities Inspection of Premises Inspection of Property; Books and Records; Discussions Inspection Rights Inspection; Compliance Inspections Inspections; Appraisals Installment Payments Installments Institutional Accredited Investor Instructions Instructions of Required Lenders Instruments of Assignment Insufficient Funds Insufficient Shares Insurance Insurance and Indemnification Insurance and Other Matters Insurance Benefits Insurance Certificates Insurance Coverage Insurance Endorsements Insurance of Collateral; Condemnation Proceeds Insurance Policies Insurance Premiums Insurance Proceeds Insurance Report Insurance Report and Certificates Insurance Requirements Insurance; Indemnification; Exculpation Insured Claims Insuring Party Intangible Property Integrated Agreement Integration Integration and Entire Agreement Integration Clause Integration of Entire Agreement Integration of Terms Integration; Amendments Integration; Effectiveness Integration; Severability Intellectual Property Intellectual Property Claims Intellectual Property Disputes Intellectual Property Filings Intellectual Property Report Intellectual Property Rights Intellectual Property Rights in Works of Authorship Intellectual Property Security Agreements Intellectual Property, Inventions and Patents Intellectual Property;Intellectual Property; Licenses, Etc Intended Characterization as a Purchase and Sale Intent Intentionally Deleted Intentionally Omitted Intentionally Omitted;Interactions With Regulatory Authorities Intercompany Subordination Agreement Intercreditor Agreement Intercreditor Agreements Intercreditor Arrangements Interest Interest Account and Interest Computations Interest After Default Interest and Fees Interest and Fees Under Existing Credit Agreement Interest and Undrawn Fee Computations Interest Calculation Interest Calculation Method Interest Computation Interest Coverage Ratio Interest Election Requests Interest Equivalents Interest Expense,Interest Expense;Interest for Account of Swing Line Lender Interest for Account of Swingline Lender Interest Generally Interest on Late Payments Interest on Swingline Loans Interest Payment and Computation Interest Payment Dates Interest Payments Interest Period Interest Periods Interest Rate Interest Rate Inadequate or Unfair Interest Rate Limitation Interest Rate Not Ascertainable Interest Rate Options Interest Rates Interest Rates and Payment Dates Interest Rates; LIBOR Notification Interest Reserve Account Interest, Funding Losses, Etc Interim Interest Interim Relief Internal Accounting and Disclosure Controls Internal Accounting Controls Internal Controls Internal Resolution Internal Review International Data Transfers Interpleader Interpretation Interpretation and Construction Interpretation of Agreement Interpretation of Plan Interpretation, Amendment and Enforcement Interpretation; Construction Interpretation; Resolution of Disputes;Interpretations Interpretive Matters Interruption Interruption of Services Interruption of Use Interruption or Curtailment of Utilities Invalid Provision Invalid Provisions Invalidity Invalidity of Credit Documents Invalidity of Loan Documents Invalidity of Provisions Inventions Inventions Agreement and Assignment Inventions and Discoveries Inventions and Patents Inventions Assigned to the United States Inventions Covenant Inventions Retained Inventions Retained and Licensed Inventories Inventorship Inventory Inventory and Equipment Inventory; Returns Investigations Investment Investment Assurances Investment Committee Investment Company Investment Company Status Investment Decision Investment Experience Investment Experience and Accredited Investor Status Investment Intent Investment of Funds Investment Options Investment Policies Investment Purpose Investment Purposes Investment Representation Investment Representations Investments Investments and Interests Investments by a Financing Subsidiary; And Investments in Cash and Cash Equivalents;Investments in Cash Equivalents;Investor Representations and Warranties Investor Status Investor’s Representations and Warranties Invoice Invoices Invoices and Payment Invoicing Invoicing and Payment Involuntary Bankruptcy or Insolvency Proceedings Involuntary Bankruptcy Proceeding Involuntary Bankruptcy, Etc Involuntary Bankruptcy; Appointment of Receiver, Etc Involuntary Proceedings Involuntary Termination Involuntary Termination Without Cause or Termination for Good Reason IP Licenses Irrevocable Proxy IRS Form W-8ECI;ISP98 and UCP Issuance Issuance and Sale of Shares Issuance Fee Issuance of Certificates Issuance of Commitment Shares Issuance of Letters of Credit Issuance of Securities Issuance of Shares Issuance of Shares of Stock Issuance of Shares Upon Exercise Issuance of Shares; Registration; Withholding Taxes Issuance of Stock Issuance of the Securities Issuance of the Securities; Registration Issuance of the Shares Issuance of the Shares; Registration Issuance or Delivery of Shares Issuances of Securities Issuing Bank Issuing Bank Agreements Issuing Bank Reports Issuing Bank Reports to the Administrative Agent Issuing Lender Issuing Lender Fees IT Systems Joinder Joinder Agreement Joint and Several Joint and Several Liability Joint and Several Obligations Joint Assessment Joint Commercialization Committee Joint Development Committee Joint Drafting Joint Enterprise Joint Inventions Joint Liability Joint Manufacturing Committee Joint Ownership Joint Patent Rights Joint Patents Joint Steering Committee Jointly Drafted JPMorgan Chase Bank, N JSC Meetings JSC Responsibilities Judgment Judgment Currency Judgments Judgments and Attachments Judgments; Penalties Judicial Reference Junior Financing Documentation Jurisdiction Jurisdiction and Venue Jurisdictions Jury Trial Waiver Jury Waiver Keeping of Books Keeping of Records and Books of Account Keepwell Key Person Insurance Know Your Customer Requirements Knowing and Voluntary Knowing and Voluntary Agreement Knowledge; Discretion KYC Information L-C Not a Security Deposit L/C Issuer and Swing Line Lender L/C Issuer and Swingline Lender L/C Issuer Reports to Administrative Agent L/C Issuer Reports to the Administrative Agent L/C Issuers and Swing Line Lender L/C Participations Labor Disputes Labor Matters Labor Relations Landlord Landlord and Storage Agreements Landlord Consents Landlord Default Landlord Delay Landlord Exculpation Landlord Indemnity Landlord Obligations Upon Transfer Landlord Provided Services Landlord Repair Obligations Landlord Waivers; Bailee Waivers Landlord Work Landlord’s Authorized Representative Landlord's Books and Records Landlord's Consent Landlord’s Consent Landlord’s Consent Required Landlord's Consent to Alterations Landlord’s Consent to Alterations Landlord's Cure Landlord’s Cure Landlord’s Default Landlord’s General Conditions for Tenant’s Agents and Tenant Improvement Work Landlord's Insurance Landlord’s Insurance Landlord’s Liability Landlord’s Obligations Landlord's Option as to Subject Space Landlord’s Option as to Subject Space Landlord's Option to Repair Landlord’s Option to Repair Landlord's Property Landlord’s Property Landlord's Records Landlord's Remedies Landlord’s Remedies Landlord’s Remedies Not Exclusive Landlord’s Repairs Landlord's Representative Landlord’s Representative Landlord's Representatives Landlord’s Self-Help; Fees and Expenses Landlord’s Termination Rights Landlord's Title Landlord’s Title Landlord’s Work Landlords’/Bailee’s/Processor’s Waivers Language Lapse of Restrictions Lapsed Awards Lapsed, Returned Awards Late Charge Late Charges Late Fee Late Fee; Default Rate Late Payment Late Payment Rent Late Payments Law Governing Laws Affecting LIBOR Rate Availability Laws and Governmental Regulations LC Exposure Determination LC Facility Fees Lease Lease Grant Lease in Full Force and Effect Lease of Premises Lease Term Leased Premises Leases Leasing of Property Leave of Absence Leaves of Absence Leaves of Absence/Transfer LEED Certification Legal Action Legal Action Notice Legal and Equitable Remedies Legal Compliance Legal Construction Legal Counsel Legal Due Diligence Legal Expenses Legal Fees Legal Fees and Expenses Legal Opinion Legal Opinions Legal Opinions of Counsel Legal Power and Authority Legal Proceedings Legal Representation Legal Representation; Review of Release Legal Requirements Legal Tender of United States LEGAL02/42192141v2 Legality Legally Binding Legend Legend on Certificates Legend Removal Legending and Registration of Subject Securities Legends Lender Lender ’S General Powers Lender ’S Rights if There Is a Default Lender Credit Decision Lender Direction Lender Elections to Extend Lender Elections to Increase Lender Meetings Lender Reimbursement Lender Statements; Survival of Indemnity Lender’s General Powers Lender’s Rights if There Is a Default Lenders’ Evidence of Debt Lenders’ Expenses Lenders’ Purchase of Participations in Letters of Credit Letter of Credit Letter of Credit Amounts Letter of Credit Application Letter of Credit Commissions Letter of Credit Fee Letter of Credit Fees Letter of Credit Fees, Interest Rate Letter of Credit Payments Letter of Credit Reports Letter-of-Credit Rights Letter of Direction Letters of Credit Letters of Credit Issued for Account of Subsidiaries Letters of Credit Issued for Subsidiaries Letters of Credit Issued for Subsidiaries of the Borrower Letters of Credit Outstanding Beyond the Commitment Period Letting Leverage Ratio Liabilities Liability Liability for Acts and Omissions Liability for Brokers’ Fees Liability for Collateral Liability Insurance Liability, Casualty, Property, Terrorism and Business Interruption Insurance LIBOR Loan Reserves LIBOR Notification LIBOR Rate Advances LIBOR Successor Rate License License Execution Fee License Fee License Grant Licensed Marks Licensed Technology Licensee’s Enforcement Rights Licensees Licenses Licenses and Permits Licensor Disclaimers Lien on Real Estate Lien Priority Lien Releases; Care of Collateral Lien Search Lien Searches Liens Liens, Etc Liens; Bonds Liens; Priority Life Insurance Limit of Liability Limit on Incentive Stock Options Limitation Limitation of Limitation of Amendment Limitation of Authority Limitation of Consequential Damages Limitation of Damages Limitation of Landlord’s Liability for Damage or Injury Limitation of Liability Limitation of Liability of the Adviser; Indemnification Limitation of Rights Limitation of Waivers Limitation on Agreements Limitation on Benefits Limitation on Damages Limitation on Fundamental Changes Limitation on Grants to Employees Limitation on Grants to Non-Employee Directors Limitation on Interest Limitation on Landlord’s Liability Limitation on Liability Limitation on Liens Limitation on Obligations Limitation on Overall Number of Shares Available for Delivery Under Plan Limitation on Participant’s Rights Limitation on Payments Limitation on Repricing Limitation on Responsibilities of Agent Limitation on Rights Conferred Under Plan Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation Limitation on Short Sales and Hedging Transactions Limitation on Transfer Limitation on Variable Rate Transactions Limitation on Vesting Limitations Limitations Applicable toPersons Limitations in Connection With Future Grants of Registration Rights Limitations of Liability Limitations on Amounts Limitations on Amounts, Issuance and Amendment Limitations on Authority Limitations on Claims Limitations on Eurodollar Tranches Limitations on Exercise Limitations on Indemnity Limitations on Interest Limitations on Interest Periods Limitations on ISOs Limitations on Liability Limitations on Offering Size Limitations on Rights of Participants Limitations on the Employment of the Adviser Limitations on Transfer Limitations on Transferability Limitations Upon Participant Rights Limited Condition Acquisitions Limited Condition Transactions Limited Consent Limited Effect Limited Liability Limited Transferability Limited Waiver Limits on Transfer of Awards Limits on Transferability; Beneficiaries Line of Credit Lines of Business Linked Accounts Liquidated Damages Liquidation Liquidations, Mergers, Consolidations, Acquisitions Liquidity Liquidity Test Listing Listing and Maintenance Requirements Listing of Common Stock Listing of Placement Shares Listing of Property for Sale Listing/DTC Litigation Litigation and Proceedings Litigation and Regulatory Cooperation Litigation Cooperation Loan Account Loan Agreement Loan Document Loan Document Unenforceable Loan Documents Loan Documents Generally Loan Documents Otherwise Not Affected; Reaffirmation Loan Fee Loan Modification Loan Notice Loan Parties Loan Servicing Fee Loans Loans and Investments Location Location of Books and Records Location of Collateral Location of Offices Location of Records Lock-Up Lock-Up Agreement Lock-Up Agreements Lock-Up Period London Interbank Offered Rate Benchmark Transition Event Long Term Bonus Long Term Forecast Long Term Incentive Long Term Incentive Awards Long-Term Incentive Compensation Long-Term Incentive Plan Long-Term Incentive Program Loss Adjustment and Settlement Loss in Excess of Policy Limits Loss of Collateral Loss, Theft, Destruction or Mutilation of Warrant Lost or Mutilated Note Lost, Stolen or Mutilated Note Lump Sum Maintaining Confidential Information Maintenance Maintenance and Repairs by Landlord Maintenance and Repairs by Tenant Maintenance of Accounts Maintenance of Collateral Accounts Maintenance of Deposit Accounts Maintenance of Dominion Account Maintenance of Equipment Maintenance of Existence Maintenance of Existence; Compliance Maintenance of Insurance Maintenance of L-C by Tenant Maintenance of Profitability Maintenance of Properties Maintenance of Properties and Leases Maintenance of Properties, Etc Maintenance of Property Maintenance of Property; Insurance Maintenance of Ratings Maintenance of Records Maintenance of Records by Lenders Maintenance of Records by the Administrative Agent Maintenance of Registers by Administrative Agent Maker’s Existence Making and Settlement of Advances Management Management Advances;Management Advances; And Management Agreement Management Fee Management Letters Management Reports Management Rights Mandatory Mandatory Advancement of Expenses Mandatory Arbitration Mandatory Conversion Mandatory Costs Mandatory Indemnification Mandatory Payments Mandatory Prepayment Mandatory Prepayment Upon an Acceleration Mandatory Prepayments Mandatory Prepayments During Amortization Period Mandatory Registration Manipulation of Price Manner and Repayment of Advances Manner of Construction Manner of Exercise Manner of Exercise of Committee Authority Manner of Exercising Option Manner of Payment Manufacture and Supply Manufacturing Manufacturing and Stability Testing Costs Manufacturing Services Manufacturing Technology Transfer Margin Regulations Margin Regulations; Investment Company Act Margin Rules Margin Stock Market Activities Market Listing Market Stand-Off Markings Marshaling Marshaling; Payments Set Aside Marshalling; Payments Set Aside Matching Contributions Matching Employer Contributions Material Adverse Change Material Adverse Effect Material Agreements Material Breach Material Changes Material Changes; Undisclosed Events, Liabilities or Developments Material Contracts Material Licenses; Material Sharing Arrangements Material Non-Public Information Material Occurrences Material Project Documents Materials Maturity and Payment Maturity Date Maturity Date for Non-Extending Lenders Maximum Advances Maximum Award Payable Maximum Charges Maximum Consolidated Leverage Ratio Maximum Credit Maximum Interest Maximum Leverage Ratio Maximum Liability Maximum Number of Shares Issuable Maximum Number of Shares Issuable Pursuant to Incentive Stock Options Maximum Rate Maximum Secured Indebtedness Maximum Secured Leverage Ratio Maximum Secured Recourse Indebtedness Maximum Share Delivery Maximum Term Maximum Total Leverage Maximum Total Leverage Ratio Maximum Unsecured Leverage Ratio Meaning of Certain Terms Measurement of Performance Goals Measurement Price Mechanic's Liens Mechanic’s Liens Mechanics of Conversion Mediation Medical Affairs Plan Medical Benefits Medium of Payment Meetings Meetings and Minutes Meetings With Regulatory Authorities Member of the Audit Committee Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee Member of the Nominating and Corporate Governance Committee$4,000 Member of the Nominating and Corporate Governance Committee$4,500 Member of the Nominating and Corporate Governance Committee$5,000 Members Membership Memorandum of Lease Merce Apartments,Knoll Trail Drive, Dallas County, Dallas, Texas Merchantable Inventory Merger Merger or Asset Sale Merger or Change in Control Merger or Sale of Assets Merger, Amendments; Etc Merger, Consolidation, Acquisition and Sale of Assets Merger/Sale of Assets Mergers and Consolidations Mergers and Other Transactions Mergers or Acquisitions Mergers, Acquisitions, Sales, Etc Mergers, Etc Method and Place of Payment Method of Exercise Method of Exercise for Stock Appreciation Rights and Payment Upon Exercise Method of Exercise for Stock Options Method of Payment Method of Payment of Contributions Methodology for Reviewing and Comparing the Comparable Transactions Methods of Exercise Metrics Michael Schwartz, Chief Executive Officer Milestone Conditions Milestone Events Milestone Fees Milestone Payments Milestones Minimize Interference Minimum Amount Minimum Amount for Loans Minimum Amounts Minimum Amounts; Limitation on Number of Borrowings Minimum Borrower Net Worth Minimum Cash Minimum Consolidated Fixed Charge Coverage Ratio Minimum Consolidated Net Worth Minimum Consolidated Tangible Net Worth Minimum EBITDA Minimum Extension Requirement Minimum Fixed Charge Coverage Ratio Minimum Gain Chargeback Minimum Interest Coverage Ratio Minimum Liquidity Minimum Revenue Minimum Share Reserve Minimum Shareholders’ Equity Minimum Tangible Net Worth Minimum Unencumbered Interest Coverage Ratio Minimum Unsecured Interest Coverage Ratio Minimum Vesting Minimum Vesting Requirement Minimum Vesting Requirements Minutes Miscellaneous Miscellaneous Charges Miscellaneous Provisions Misconduct Misrepresentation Misrepresentations Misstatements Mitigation Mitigation of Loss Mode of Payment Modification Modification and Waiver Modification of Lease Modification of Options Modification of Premises Modification or Amendments Modification, Extension or Renewal Modification, Waiver Modification; Prior Claims Modification; Waiver Modifications Modifications and Amendments Modifications and Waivers Modifications of Debt Modifications to the Agreement Modifications to the Award Agreement Modifications, Amendments or Waivers Modifications; Entire Agreement; Headings Modified Principal and Interest Payments During the Forbearance Period Monetary Judgments Money Laundering Money Services Business Monthly Base Rent Monthly Compliance Certificate Monthly Disbursements Monthly Financial Statements Monthly Report Monthly Reports Monument Signage Moral Rights Mortality Tables Mortgage Releases Mortgagee Liability Mortgagee Protection Mortgages Most Favored Nation Multi-Tenant Floors Multiple Administrative Bodies Multiple Counterparts Mutual Mutual Covenants Mutual Drafting Mutual Non-Disparagement Mutual Nondisparagement Mutual Representations Mutual Representations and Warranties Mutual Representations, Warranties and Covenants Mutual Termination Mutual Waiver of Jury Trial Mutual Waiver of Jury Trial / Judicial Reference Mutual Warranties Name and Location; Fiscal Year Name of Plan Name; Location of Chief Executive Office Named Fiduciary Names Nasdaq Corporate Governance Nasdaq Listing Nature of Award Nature of Business Nature of Duties Nature of Employment/duties Nature of Grant Nature of Participation and Reimbursement Obligations Nature of Payments Nature of Performance Share Awards Nature of Restricted Stock Awards Nature of Restricted Stock Unit Awards Nature of Restricted Stock Units Necessary Disclosure of Personal Data Negative Commitments Negative Covenant Negative Covenants Negative Pledge Negative Pledge Clauses Negative Pledges Negotiation Negotiation; Escalation Net Exercise Net Lease Net Proceeds Maximization Neutral Reference New Contracts New Definition New Definitions New Lease New Letters of Credit New Subsidiaries New Swing Line Loans/Letters of Credit New Swing Loans and Letters of Credit New Swingline Loans/Letters of Credit New Warrants New York Law to Govern Newly Eligible Participants Next Business Day No Acceleration of Payments No Acceptance of Premises No Accord and Satisfaction No Acquired Rights No Action No Actions No Actions, Claims, Etc No Additional Agreements No Additional Benefits No Admission No Admission of Liability No Admission of Wrongdoing No Admissions No Adverse Actions No Adverse Interests No Adverse Material Change No Adverse Proceeding; Title No Adverse Proceedings No Adverse Selection No Advice Regarding Award No Advice Regarding Grant No Advice Regarding Participation No Advisory or Fiduciary Responsibility No Agency No Agreement Until Executed No Air Rights No Amortization Event No Applicable Registration or Other Similar Rights No Assignment No Assignment by Executive No Assignment of Benefits No Assignment of Claims No Assignment of Claims Released No Assignment or Transfer No Assignment to Borrower No Assignment to Borrowers No Assignment to Certain Persons No Assignment to Natural Persons No Assignments No Assignments to Certain Persons No Assignments to the Borrower or Affiliates No Assumption by Successor No Bankruptcy No Beneficiary Designation No Benefit to Third Parties No Breach No Breach of Contract No Breach of Obligations to Prior Employers No Breach of Other Obligations No Breaches No Broker No Broker or Finder No Broker’s Fees No Brokers No Burdensome Restrictions No Change No Change in At-Will Employment No Change in Control No Claims No Claims Filed No Claims; Release; Covenant Not to Sue No Collateral, Netting or Setoff No Condemnation No Conflict No Conflict of Interest No Conflict; Required Filings and Consents No Conflicting Agreements No Conflicting Obligation No Conflicting Obligations No Conflicts No Consents No Consents Required No Consequential Damages No Consequential or Punitive Damages No Consideration Absent Execution of This Agreement No Constraint on Corporate Action No Contract of Employment No Control; No Advisory or Fiduciary Responsibility No Cooperation No Custodial Arrangement No Damage to Roof No Debarment No Deemed Waivers Remedies Cumulative No Deemed Waivers; Remedies Cumulative No Default No Default Certificate No Default Funding No Default or Event of Default No Default; Event of Default No Defaults No Defaults or Restrictions No Defenses No Defenses of Borrower No Designated Beneficiary No Disagreements With Accountants and Lawyers No Discretion No Discrimination No Disparagement No Disqualification No Disqualification Events No Distribution No Diversion No Dividend Equivalents No Duplication No Duplication of Benefits No Duplication of Payments No Duplication of Severance Benefits No Duty No Duty to Mitigate No Duty to Verify Insurance Compliance No Effect on Employment No Effect on Employment or Service No Effect on Future Employment Compensation No Effect on Other Benefits No Effect on Retirement and Other Benefit Plans No Effect on Service No Employment Contract No Employment Obligation No Employment or Other Rights No Employment or Other Service Rights No Employment Right No Employment Rights No Employment/Service Contract No Event of Default No Existing Default No Extensions No Fiduciary Duty No Filings No Financial Advisor, Placement Agent, Broker or Finder No Fractional Shares No Fractional Shares or Scrip No Fraud No Further Amendment No Further Approval No Further Modification No Further Modification; Conflict No Further Modifications No Further Negative Pledges No Future Employment No General Solicitation No Government Obligor No Government Recommendation or Approval No Governmental Authority or Third Party Consents No Governmental Consents No Governmental Litigation No Governmental Prohibition No Governmental Review No Guarantee of Continued Employment No Guarantee of Continued Service No Guarantee of Employment No Guarantee of Interests No Guarantee of Tax Consequences No Harmful Actions No Impact on Other Benefits No Impairment No Impairment of Rights No Implied License No Implied Licenses No Implied Licenses; Negative Covenant No Implied Licenses; Retained Rights No Implied Rights No Implied Waivers No Implied Waivers; Rights Cumulative No Improper Practices No Improper Use of Information of Prior Employers and Others No Inconsistent Actions No Inconsistent Agreements No Inconsistent Obligation No Inconsistent Obligations No Infringement No Injunction No Injunction, Etc No Integrated Offering No Integration No Interference No Investment Company No Joint Venture No Labor Dispute No Labor Disputes No Legal Bar No Legal Impediments No Legal, Tax, or Investment Advice No Liability No Liability for Good Faith Determinations No Liability for Taxes No Liability of Company No Liability With Respect to Tax Qualification or Adverse Tax Treatment No License No Liens No Limit on Other Compensation Arrangements No Limitation of Rights No Litigation No Market Manipulation No Material Actions or Proceedings No Material Adverse Change No Material Adverse Change in Business No Material Adverse Change in Financial Statements No Material Adverse Effect No Material Breach No Material Defaults No Material Deterioration in Financial Condition; Financial Statements No Material Litigation No Material Notices No Mechanics’ Liens No Merger No Misconduct No Misstatement No Misstatement or Material Omission No Misstatement or Omission No Misstatement or Omission in an Issuer Free Writing Prospectus No Mitigation No Mitigation or Offset No Mitigation; No Offset No Modification No Monetary Payment Required No Novation No Novation or Mutual Departure No Novation; Entire Agreement No Obligation No Obligation to Continue as a Director No Obligation to Continue Employment No Obligation to Continue Service Relationship No Obligation to Employ No Obligation to Increase No Obligation to Minimize Taxes No Obligation to Notify or Minimize Taxes No Offer No Offer to Sell No Offset No Offset; Independent Covenants; Waiver No Oral Agreement No Oral Agreements No Oral Modification No Oral Modification, Waiver, Cancellation or Discharge No Order No Other Agreements No Other Amendment No Other Amendments No Other Benefits No Other Changes No Other Changes; Ratification No Other Compensation No Other Compensation or Benefits No Other Duties, Etc No Other Modifications No Other Obligations No Other Payments No Other Payments or Benefits Owing No Other Presumptions No Other Remedies No Other Representations No Other Representations and Warranties No Other Representations and Warranties; Non-Reliance No Other Representations or Warranties No Other Restrictions No Other Rights No Other Severance No Other Severance Benefits No Other Warranties No Ownership No Ownership Interest No Partnership No Partnership or Joint Venture No Partnership, Etc No Payments During Deferral Period No Pending Action No Pending or Future Lawsuits No Personal Liability No Piggyback on Registrations No Plan Assets No Preemptive Rights No Preferential Rights No Presumptions No Price Stabilization or Manipulation No Prior Agreements No Prior Encumbrances No Prior Short Selling No Proceeding No Proceedings No Prohibited Persons No Prohibition No Prohibitions No Provider Default No Public Market No Public Sale or Distribution No Publicity No Reason Required No Reborrowings No Recording No Recourse No Recourse Against Others No Registration No Release of Tenant, Sharing of Excess Rents No Reliance No Reload Options No Rent Abatement No Representation of Adequate Coverage No Representation RegardingCompliance No Representations No Representations by Administrative Agent or Lenders No Representations by Agent or Lenders No Repricing No Repricings, Exchanges or Buyouts No Requirement to Mitigate; Survival No Reservation No Restrictions No Restrictions on Subsidiaries No Retention Rights No Right of Continued Employment No Right of Continued Service No Right of Offset No Right to Continued Employment No Right to Continued Employment or Service No Right to Continued Service No Right to Continued Service or to Awards No Right to Continued Service; No Rights as Shareholder No Right to Damages No Right to Employment No Right to Employment or Other Status No Right to Employment or Services No Right to Future Awards No Right to Future Awards or Employment No Rights as a Service Provider No Rights as a Shareholder No Rights as a Stockholder No Rights as Employee, Director or Consultant No Rights as Shareholder No Rights as Shareholder Until Vesting and Issuance of Shares No Rights as Stockholder No Rights as Stockholder; Certificates No Rights of a Shareholder No Rights of Stockholders No Rights to Awards No Rights to Continued Employment No Rights to Employment No Set-Off No Set-Off or Mitigation No Shareholder Rights No Short Sales No Short Selling No Solicitation No Solicitation of Employees No Stabilization No Stockholder Rights No Stockholders Rights No Stop Orders No Strict Construction No Strict Construction; Headings No Subrogation No Suspension No Suspensions of Trading in Common Stock; Listing No Termination No Termination Event No Third-Party Beneficiaries No Third Party Beneficiary No Third Party Beneficiary Rights No Third Party Benefit or Right No Third Party Infringement No Third-Party Rights No Third Party Rights or Obligations No Transfer No Trust Fund; Unfunded Obligations No Trust or Fund Created No Undisclosed Liabilities No Undisclosed Relationships No Unlawful Contributions or Other Payments No Unlawful Payments No Valid Claim No Violation No Violation or Default No Violations No Violations of Agreements No Voluntary Adverse Action; Cooperation No Waiver No Waiver by Course of Conduct; Cumulative Remedies No Waiver by Holder No Waiver of Defaults No Waiver of Defaults; Warranties No Waiver of Rights, Powers and Remedies No Waiver or Novation No Waiver; Cumulative Remedies No Waiver; Cumulative Remedies; Enforcement No Waiver; Remedies Cumulative No Waivers No Waivers, Releases or Amendments No Warranties No Warranty Nominating and Corporate Governance Committee Non-Admission Non-Admission of Liability Non-Alienation Non-Alienation of Benefits Non-Assignability Non-Assignment Non-Assignment of Claims Non-Assumption Non-Business Days Non-Company Business Non-Compete Non-Compete and Non-Solicit Non-Compete; Non-Solicitation Non-Competition Non-Competition and Non-Solicitation Non-Competition During Employment Non-Competition; Non-Solicitation Non-Competition; Non-Solicitation; Non-Disparagement Non-Confidentiality Non-Conforming Communications Non-Consenting Lenders Non-Contravention Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required Non-Disclosure Non-Disclosure of Confidential Information Non-Disclosure of Trade Secrets Non-Disparagement Non-Disparagement Covenant Non-Disturbance Non-Duplication of Benefits Non-Employee Director Awards Non-Employee Director Compensation Non-Employee Director Compensation Limit Non-Employee Directors’ Awards Non-Exclusive Remedy Non-Exclusivity Non-Exclusivity of Rights Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation Non-Exclusivity; Survival of Rights; Insurance; Subrogation Non-Exclusivity; Survival of Rights; Insurance; Subrogation; Priority of Obligations Non-Exempt Employees Non-Infringement Non-Interference Non-Member Attendance Non-Payment Non-Performance Non-Public Information Non-Qualified Stock Option Non-Qualifying Termination Non-Recourse Non-Recruitment of Employees and Independent Contractors Non-Reliance Non-Reliance on Administrative Agent and Other Lenders Non-Reliance on Agent and Other Lenders Non-Reliance on Agents and Other Lenders Non-Renewal Non-Solicit Non-Solicitation Non-Solicitation Covenant Non-Solicitation Covenants Non-Solicitation of Customers Non-Solicitation of Customers and Employees Non-Solicitation of Customers and Other Business Partners Non-Solicitation of Customers and Suppliers Non-Solicitation of Employees Non-Solicitation of Insight Customers Non-Solicitation of Insight Employees Non-Solicitation of Protected Customers Non-Transferability Non-Transferability of Award Non-Transferability of Awards Non-Transferability of Interest Non-Transferability of Option Non-Transferability of RSUs Non-Transfers Non-U Non-Uniform Determinations Non-Uniform Treatment Non-Use and Non-Disclosure Non-Vitiation Non-Waiver Non-Waiver of Rights Non-Waiver of Substantive Rights Non‑Contravention; Consents Non‑Payment Non‑Reliance on Administrative Agent and Other Lenders Non‑Transferability Nonalienation of Benefits Nonassignability Nonassignability of Stock Appreciation Rights Noncompete Noncompetition Noncompetition and Nonsolicitation Noncompetition Covenant Noncompliance Noncontravention Nondisclosure Nondisclosure and Non-Appropriation of Information Nondisclosure of Confidential Information Nondisclosure of Lease Terms Nondisparagement Nonexclusivity Nonexclusivity of the Plan Noninterference Nonpayment Nonrecourse Deductions Nonsolicitation Nonsolicitation of Employees Nonstatutory Stock Option Nontransferability Nontransferability of Award Nontransferability of Awards Nontransferability of Cash-Based Awards and Other Stock-Based Awards Nontransferability of Option Nontransferability of Options Nontransferability of Restricted Stock Award Rights Nontransferability of the Award Nontransferable Nonuse and Nondisclosure Nonwaiver Nonwaiver and Expenses Normal Retirement Benefit Normal Vesting Northstar Real Estate Investment Trust, Inc Not a Contract of Employment Not a Contract of Service Relationship Not a Regulated Entity Not an Employee Not an Employment Agreement Not an Ineligible Issuer Not an Investment Company Not Arbitrator Not Binding Until Executed Not Employment Contract Not Salary, Pensionable Earnings or Base Pay Not Transferable Note Provisions Control Notes Notes as Requested Notes;Nothing in This [Section Nothing in This [Section 2 Notice Notice Address Notice Addresses Notice and Cooperation Notice and Cure Notice and Cure Opportunity Notice and Cure Opportunity in Certain Circumstances Notice and Payment Notice and Reports Notice by Indemnitee Notice by the Administrative Agent to the Lenders Notice by the Borrower Notice of Adjustments Notice of and Conditions to Post-Retirement Vesting Notice of Arbitration Notice of Borrowing Notice of Borrowing and Disbursement Notice of Breach Notice of Cancellation Notice of Certain Events Notice of Certain Other Events Notice of Change in Control or Control Event Notice of Claim Notice of Claims Notice of Commission Stop Orders Notice of Completion; Copy of Record Set of Plans Notice of Decision Notice of Decision on Appeal Notice of Default Notice of Default, Litigation and Material Adverse Effect Notice of Defaults Notice of Denial Notice of Denial of Claim Notice of Disposition Notice of Disposition of Shares Notice of Disqualification Events Notice of Disqualifying Disposition of ISO Shares Notice of Elections Notice of Events of Termination or Unmatured Events of Termination Notice of Exercise Notice of Issuance Notice of Issuance, Amendment, Extension, Reinstatement or Renewal Notice of Issuance, Amendment, Extension; Certain Conditions Notice of Issuance, Amendment, Renewal or Extension Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions Notice of Lease Notice of Litigation Notice of Litigation and Judgments Notice of Loans and Credit Events Notice of Material Events Notice of Other Sales Notice of Prepayment Notice of Regulatory Action Notice of Suits, Adverse Events Notice of Swingline Loans by the Borrower Notice of Takings and Casualty Notice of Termination Notice of Voluntary Termination or Reduction Notice Periods Notice Required Notice Requirements Notice to Agents and Obligors Notice to Allow Exercise by Holder Notice to Insurers Notice to Other Persons Notice to Participants Notice to the Lenders Notice; Manner of Payment Notice; Payment Notices Notices Generally Notices of Litigation and Default Notices of Material Events Notices to Landlord Notices to Residents of the European Economic Area Notices, Etc Notices; Standards for Decisions and Determinations Notification Notification and Defense of Claim Notification by Administrative Agent Notification by Administrative Agent; Additional Lenders Notification by Administrative Agent; Additional Revolving Credit Lenders Notification by Administrative Agent; Additional Term Lenders Notification of Certain Matters Notification of Claims Notification of Claims Against Unencumbered Assets Notification of Event of Default Notification of Lenders Notification of Materials or Documents From Other Employers Notification of New Employer Notification of Other Post-Employment Obligations Notification of Threatened Action Notification Regarding Disposition Notification Requirement Notification to New Employer Notification to Subsequent Employer Notification Upon Sale of Shares Notifications and Other Indemnification Procedures Notwithstanding [Section Notwithstanding [Section 2 Notwithstanding [Section 4 Notwithstanding [Section 5 Notwithstanding [Section 6 Notwithstanding [Section 7 Notwithstanding [Section 8 Notwithstanding [Sections 2 Number Number and Gender Number of Shares Number of Shares and Exercise Price Number of Shares Available Numbers of Documents Nutrisystem, Inc NVCR’s Responsibilities o.m. World of Medicine Usa, Inc Objection Objectionable Name Obligation to Cash Collateralize Obligation to Keep Company Informed Obligation to Provide Notices Obligations Obligations Absolute Obligations Independent Obligations Joint and Several Obligations of Confidentiality Obligations of Lenders Obligations of Lenders Several Obligations of the Company Obligations of the Investor Obligations on Termination Obligations to Third Parties Obligations Unconditional Obligor's Right to Cure Occurrence of Default Odors and Exhaust OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws Off Balance Sheet Arrangements Offer to Prepay Notes Offering Offering Materials Furnished to Cowen Offering Periods Offerings Office of Foreign Assets Control Officer's Certificate Officer’s Certificate Officer’s Certificate, Resolutions, Organizational Documents Officer’s Certificates Officers Certificate Officers’ Certificate Official Language Offset On Change in Control Date On-Site Expectations On the Amendment No One-Time Equity Grant One-Time Payment Ongoing Clinical Trial Ongoing Clinical Trials Ongoing Operations Ongoing Technology Update and Transfer Obligations Operating Accounts Operating Costs Operating Expense Payments Operating Expenses Operating, Depository and Investment Accounts Operation Operation of Property Operations Opinion of Counsel Opinion of Counsel to the Borrower Opinions Opinions of Counsel Option Option Agreement Option Exercisability Option Exercise Option Exercise Price Option Expiration Date Option Grant Option Not a Service Contract Option or SAR Repricing Option Price Option Rent Option Right Option Rights Option Term Option to Extend Option to Renew Option Vesting Optional Optional Conversion Optional Prepayment Optional Prepayments Optional Redemption Optional Reduction of Revolving Credit Commitment Optionees Not Stockholders Options Order of Reduction Orders Ordinary Course of Business Organic Documents Organization Organization and Authority Organization and Corporate Power Organization and Good Standing Organization and Power Organization and Qualification Organization and Requisite Authority Organization Documents, Resolutions, Etc Organization, Authority Organization, Good Standing and Qualification Organization, Good Standing, Etc Organization, Standing and Power Organization; Authority Organization; Good Standing Organization; Power Organization; Power; Qualification Organization; Powers Organizational Documents Organizational Status Original Premises Original Terms Unmodified Origination Fee Other Other Activities Other Adjustments Other Adjustments Pursuant to the Equity Definitions Other Administration Other Agreements Other Agreements Superseded Other Assets Other Awards Other Benefit and Compensation Programs Other Benefits Other Business Other Changes in Time of Payment Other Collateral Covenants Other Committees Other Compensation and Benefits Other Compensation Arrangements Other Compensation Arrangements; No Employment Rights Other Compensation or Benefits Other Conditions Other Consents Other Contributions Other Covenants Other Covered Persons Other Defaults Other Defaults Under Credit Documents Other Defaults Under Loan Documents Other Definitional Provisions Other Deliveries Other Disclosures Other Documents Other Employee Benefits Other Enforcement Actions Other Events Other Extension Transactions Other Fees Other Fees and Out of Pocket Costs Other Fees, Costs, Charges and Expenses Other Financial Information Other Forms of Payment Other Indebtedness Other Information Other Infringement Other Insurance Other Insurance Requirements Other Interpretive Provisions Other Inventions Other Items Not Included in Allocation Other Jurisdictions Other Liabilities Other Liens Other Loan Documents Other Materials Other Matters Other Obligations Other Payment Default Other Permitted Indebtedness;Other Pertinent Provisions Other Plans Other Proceedings Other Property Other Provisions Other Registration Rights Other Regulatory Permits/requirements Other Remedies Other Reports Other Reports and Filings Other Requirements Other Resignations From Employment Other Restrictions Other Rights Other Rights and Benefits Other Security Other Statements Other Stock Awards Other Stock-Based Awards Other Taxes Other Termination Other Termination Events Other Termination of Employment Other Termination of Service Other Terminations Other Terminations of Employment Other Terms Other Terms and Conditions Other Transactions Other Usages Outplacement Assistance Outplacement Services Outside Activities Outside Director Award Limitations Outside Director Awards Outside the CNS Clearing Process Outstanding Letters of Credit Over-Allowance Amount Overadvances Overall Number of Shares Available for Delivery Overdue Payments Overstandard Tenant Use Overview Overview; Diligence Own Account Ownership Ownership and Location of Collateral Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments Ownership of Corporate Names Ownership of Inventions Ownership of Physical Property Ownership of Product Trademarks Ownership of Property Ownership of Property; Investments Ownership of Property; Liens Ownership of Property; Liens; Investments Ownership of Subsidiaries Ownership of Technology Ownership of Work Product Packaging Packaging and Labeling Paid Time Off Paperless Administration Parachute Payment Parachute Payment Limitation Parachute Payments Paragraph Headings Pari Passu Parking Part Years Partial Exercise Partial Indemnification Partial Indemnity Partial Invalidity Partial or No Exercise of the Over-Allotment Option Partial Redemption Partial Redemption Order Partial Termination Participant Participant Acceptance Participant Accounts Participant Acknowledgment Participant Bound by Plan Participant Contributions Participant Register Participant Representations Participant Undertaking Participant Undertaking; Acceptance Participant’s Acknowledgements Participant’s Acknowledgments Participant’s Representations Participant’s Responsibility; Company’s Obligation to Deliver Certificates Participants Participation Participation in Benefit Plans Participation in Employee Benefit Plans Participation in Future Financing Participation in Letters of Credit Participation in Plans Participation in Swing Loans Participation in the Plan Participation Outside of the United States Participations Participations by Lenders in Swingline Loans Parties Parties and Date Parties Bound Parties in Interest Partner Minimum Gain Chargeback Partner Nonrecourse Deductions Passive Foreign Investment Company Patent and Copyright Registrations Patent and Copyright Rights Patent and Trademark Disputes Patent Challenge Patent Coordinators Patent Costs Patent Disputes Patent Expenses Patent Extensions Patent Filings Patent Listings Patent Marking Patent Markings Patent Prosecution Patent Prosecution and Maintenance Patent Term Extension Patent Term Extension and Supplementary Protection Certificate Patent Term Extensions Patents Licensed From Third Parties Patents, Trademarks, Copyrights and Licenses Patents, Trademarks, Copyrights, Licenses, Etc Pay-Off Letter Payable Practices Payment Payment Adjustments Payment at Closing Payment by Counterparty Payment by Grantee Payment by Landlord; Interest Payment by Tenant Payment Date Payment Dates and Reports Payment Default Payment Defaults Payment for Awards Payment for Awards in Lieu of Exercise Payment for Consents Payment for Improvements Payment for Purchase Shares Payment for Share Purchases Payment for TI Costs Payment in Settlement of Performance Awards Payment in Shares Payment in Stock Payment Instructions Payment Mechanics Payment Method Payment Method and Currency Conversion Payment Obligations Payment Obligations Absolute Payment of Accrued Obligations Payment of Award Payment of Awards Payment of Exercise Price Payment of Expenses Payment of Expenses and Taxes Payment of Extension Fee Payment of Fees Payment of Fees and Expenses Payment of Fees, Etc Payment of Indebtedness and Leasehold Obligations Payment of Interest Payment of Lender Expenses Payment of Liabilities, Including Taxes, Etc Payment of Obligations Payment of Operating Costs Payment of Other Obligations Payment of Other Taxes Payment of Other Taxes by Borrower Payment of Other Taxes by Borrowers Payment of Other Taxes by Loan Parties Payment of Other Taxes by the Borrower Payment of Other Taxes by the Borrowers Payment of Other Taxes by the Borrowers and Other Loan Parties Payment of Other Taxes by the Company Payment of Other Taxes by the Credit Parties Payment of Other Taxes by the Loan Parties Payment of Performance-Based Awards Payment of Post-Closing Adjustments Payment of Principal Payment of Principal and Interest Payment of PRSUs Payment of Purchase Price Payment of Rent Payment of Retainers Payment of Salary and Receipt of All Benefits Payment of SAR Amount Payment of Stock Appreciation Right Amount Payment of Tax Payment of Taxes Payment of Taxes and Claims Payment of Taxes, Etc Payment of the Employer’s Liability Payment on Maturity Date Payment Options Payment Procedures Payment Schedule Payment Set Aside Payment Terms Payment Timing Payment Under Protest Payment Upon Exercise Payment Upon Exercise of SAR Payment; Interest Computation Payment; Reports Payments Payments and Benefits Payments and Deferrals Payments and Reports Payments by Assignor Payments by Borrower; Presumptions by Administrative Agent Payments by Borrowers; Presumptions by Administrative Agent Payments by the Borrower Payments by the Borrower; Presumptions by Administrative Agent Payments by the Company Payments Directly to Swing Line Lender Payments Directly to Swingline Lender Payments Following Disability Payments Free of Taxes Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes Payments Free of Taxes; Obligation to Withhold; Tax Payment Payments Free of Withholding Payments From Borrower Payments Generally Payments Generally; Administrative Agent’s Clawback Payments in the Event of Forfeitures; Fractional Shares Payments Made Payments on Receivables, Collection Accounts Payments Prior to Exercise of Remedies Payments Set Aside Payments Subsequent to Exercise of Remedies Payments to Assignor Payments to Be Free and Clear Payments to Lenders Payments to Specified Employees Payments to Third Parties Payments Under Loan Documents Payments Upon Termination Payments; Fees Payoff Letters Payroll Deductions Pending Actions Pending Litigation Pension Benefits Pension Plan, Benefit Plans and Perquisites Pension Plans Pensions Pental Acquisition Documents Perfection Perfection and Priority of Liens Perfection Certificate Perfection of Security Interest Perfection or Registration of Interest in Foreign Shares Performance Performance and Compliance With Collateral Performance Awards Performance-Based Awards Performance-Based Compensation Performance-Based LTIP Units Performance-Based Vesting Performance Bonus Performance Bonus; Long-Term Incentive Equity Awards Performance Bonuses Performance by Affiliates Performance Cash Awards Performance Conditions Performance Criteria Performance Goal Performance Goals Performance Goals and Objectives Performance Measures Performance Objectives and Other Terms Performance of Agreements Performance of Borrowers’ Obligations Performance of Covenants Performance of Executive’s Duties Performance of Obligations Performance of Services Performance Period Performance Requirement Performance Shares Performance Standard Performance Standards Performance Stock Awards Performance Targets Performance Units Performance Warranty Period of Limitations Periodic Reports Permissible Consideration Permits Permitted Acquisitions Permitted Acquisitions;Permitted Acquisitions; And Permitted Assignments Permitted Contingent Obligations;Permitted Debt Permitted Disclosure Permitted Disclosures Permitted Encumbrances;Permitted Free Writing Prospectuses Permitted Hedging Agreements and Bank Product Obligations;Permitted Intercompany Investments;Permitted Investments;Permitted Liens Permitted Liens;Permitted Participants; Effect Permitted Prepayment Permitted Prepayment of Term Loan Permitted Prepayment of Term Loans Permitted Purchase Money Debt;Permitted SBIC Guarantees;Permitted Transfers Permitted Transfers;Permitted Use Permitted Use and Disclosures Permitted Uses Perquisites Perquisites and Reimbursement of Expenses Person Person Eligible to Exercise Personal Data Personal Information Personal Option Personal Property Personal Property Collateral Personal Property Taxes Personnel Personnel Obligations Persons Eligible Persons Eligible for Awards Phantom Units Pharma Co Pharmacovigilance Pharmacovigilance Agreement Photographs and Recordings Piggy-Back Registrations Piggyback Registration Withdrawal Piggyback Rights Pipes, Ducts and Conduits Place of Closing Place of Employment Place of Performance Placement Agent Placements Placing a Creation Order Placing a Redemption Order Plan Administration Plan Administrator Plan Administrator Duties Plan Amendment Plan Assets Plan Controls Plan Governs Plan Incorporated Plan Merger Plan Participation Plan Provisions Plan Reserve Plan Sponsor and Administrator Plan Term Plan Termination Plan Terminations Plan Unfunded Plan Year Plans Plans and Benefit Arrangements Plans and Construction Plans and Specifications Platform Pledge Agreement Pledge Agreements Pledge of Collateral Pledge of Credit Pledge of Securities Pledge of Stock or Other Ownership Interest Pledged Collateral Pledged Equity Interests Pledged Equity Interests; Stock Powers; Pledged Notes Pledged Stock and Pledged Notes Pledged Stock; Stock Powers; Pledged Notes Policies Policies and Procedures Policy Subject to Amendment, Modification and Termination Position Position and Duties Position and Responsibilities Position and Title Position, Duties and Responsibilities Positions and Duties Possession Possession of Collateral Possession of Intellectual Property Possession of Licenses and Permits Post-Closing Post-Closing Actions Post-Closing Adjustment Post-Closing Covenant Post-Closing Covenants Post-Closing Deliverables Post-Closing Deliveries Post-Closing Matters Post-Closing Obligations Post-Closing Requirements Post-Default Allocation Post-Default Rate Post-Employment Health Coverage Post-Termination Covenants by Executive Post-Termination Obligations Post-Termination Period Power Power and Authority Power and Authority; Due Authorization Power and Authority; Due Authorization; Execution and Delivery Power of Attorney Power; Authorization; Enforceable Obligations Power; Due Authorization; Binding Agreement Powers Powers of Administrator Powers of Board Powers of the Administrator Powers of the Committee PRACTICE FUSION and Pharma Co Preconditions of Effectiveness Preemptive Rights Preliminary Injunctions Premises Premium; Interest; Application of Prepayments Preparation of the Financial Statements Prepayment Prepayment Fee Prepayment of Indebtedness Prepayment Premium Prepayments Prepayments, Amendments, Etc. of Permitted Subordinated Indebtedness Prepayments, Etc Preservation of Collateral Preservation of Company Existence Preservation of Corporate Existence Preservation of Existence Preservation of Existence, Etc Preservation of Rights Preservation of Security Interest Press Release Press Releases Presumption by the Administrative Agent Presumptions and Effect of Certain Proceedings Presumptions of Payment Prevailing Party Price Prices Pricing Pricing Basis Principal Principal and Interest Payments Principal Location of Services Principal Office Principal Payments Principal Place of Employment Prior Agreement Prior Agreements Prior Conduct of Proposed Transferee Prior Consent Prior Employment Prior Inventions Prior Obligations Prior Understandings Priority Priority of Security Interest Privacy Private Placement Private Placement; No Registration; Restricted Legends Private Side Designation Private Side Information Contacts Private, Negotiated Transaction Privileged Communications Pro Forma Basis Pro Forma Financial Statements Pro-Forma Projections Pro Forma Treatment Pro-Rata Awards Pro Rata Bonus Pro Rata Distributions Pro Rata Shares Pro Rata Treatment Pro Rata Treatment and Payments Pro-Rated Bonus Pro‑Forma Projections Procedural Rules Procedure Procedure for Acceptance Procedure for Borrowing Procedure for Exercise; Rights as a Shareholder Procedure for Exercise; Rights as a Stockholder Procedure for Issuance of Letter of Credit Procedure for Notification and Application for Indemnification Procedure for Offer Procedure for Revolving Loan Borrowing Procedure for Term Loan Borrowing Procedure Upon Application for Indemnification Procedures Procedures and Presumptions for Determination of Entitlement to Indemnification Procedures for Borrowing Proceeding Proceedings Proceedings and Documents Proceedings by or in the Right of the Company Proceedings Other Than Proceedings by or in the Right of the Company Proceeds Proceeds of Collateral Proceeds of Sale Process Process Agent Process Information Product Claims Product Liability Product Marks Product Recalls Product Rejection for Finished Product Specification Failure Product Returns Product Trademarks Products Professional Fees Professional Membership Fees Profit Before Tax;Progress Reports Prohibited Actions Prohibited Activities Prohibited Indemnification Prohibited Persons and Transactions Prohibited Signage and Other Items Prohibited Transactions Prohibited Transfers Prohibited Uses Prohibition Prohibition Against Recording Prohibition Against Repricing Prohibition of Acceleration of Payments Prohibition of Short Sales and Hedging Transactions Prohibition on Assignment by the Company Prohibition on Repricing Prohibition/Compliance/Indemnity Prohibitions Project Project Documents Project Management Project Manager Project or Building Name and Signage Project or Building Name, Address and Signage Projected Operating Budget Projections Promise Not to Sue Promise to Pay Promissory Note Promissory Notes Promotional Materials Pronouns Properties Property Property and Liability Insurance Property Damage Property Generally Property Insurance Property Insurance Subrogation Property of Tenant Property of the Company Property Operating Expenses Property Records Proportionate Amounts Proprietary Information Proprietary Information Agreement Proprietary Information and Confidentiality Proprietary Information and Inventions Agreement Proprietary Information Obligations Proprietary Rights Proration Prorations Prosecution Prosecution and Enforcement Prosecution and Maintenance Prospectus Protected Activity Protected Activity Not Prohibited Protected Communications Protected Disclosures Protected Disclosures and Other Protected Action Protected Disclosures and Other Protected Actions Protected Period Protected Rights Protection Protection and Marking Protection of Collateral Protection of Confidential Information Protection of Information Protection of Intellectual Property Rights Protection to Confidential Information; Restrictive Covenants Protective Advances Protective Payments Protective Provisions Provision of Information Provisions Applicable to Both Trade Secrets and Confidential and Proprietary Information Provisions for Foreign Participants Provisions of Plan Control Provisions of the Plan Provisions Related to Extended Revolving Credit Commitments Provisions Related to Extending Revolving Credit Commitments Provisions Relating to Special Rights and Duties Proxies Proxy PRSUs Not Transferrable Prudent Actions by Plan Fiduciaries PTO Filing; Copyright Office Filing Public Announcement Public Announcements Public Disclosure Public Information Publication Publications Publications and Public Statements Publicity Punchlist Purchase Purchase and Sale Purchase and Sale of Securities Purchase and Sale of the Private Placement Warrants Purchase Document Purchase Entirely for Own Account Purchase for Investment Purchase for Own Account Purchase of Common Stock Purchase of Note Purchase of Shares Purchase Orders Purchase Period Purchase Price Purchase Price Allocation Purchase Price Floor Purchase Price for Options Purchase Records Purchase Rights Purchased Assets Purchased Interests Purchaser Status Purchaser’s Closing Statement Purchaser’s Obligations at the Closing Purchaser’s Representations and Warranties Purpose Purpose and Intent Purpose of Plan Purpose of the Plan Purposes of the Plan Pursuant to [Section 1 Pursuant to [Section 2 Pursuant to [Section 6 Pursuant to [Section 7 Pursuant to Amendment No Qualification Qualification of Incentive Stock Options Qualifications Qualified Cash Qualified Income Offset Qualifying Termination Quality Quality Agreement Quality Assurance Quality Control and Quality Assurance Quality of Title Quarterly Compliance Statement Quarterly Financial Statements Quarterly Financials Quarterly Reports Questionnaires and Undertaking and Direction Questions Quiet Enjoyment Quiet Possession Quorum Quoted Investments R. Donnelley & Sons Company Rabbi Trust Raindance Apartments,NWnd Street, Oklahoma City, Oklahoma County, Oklahoma Ranking Ratable Sharing Rate of Interest Rates Rates and Payment of Interest Ratification Ratification and Affirmation; Representations and Warranties Ratification of Perfection Certificate Ratification of the Agreement Ratification; Conflicts Ratifications Rating Letter Raw Materials Ray Drake, President Re-Allocation of Revolving Credit Commitments Reaffirmation Reaffirmation Certificate Reaffirmation of Collateral Document Obligations; Receipt of Modification Reaffirmation of Collateral Documents Reaffirmation of Loan Documents and Liens Reaffirmation of Obligations Reaffirmation of Representations and Warranties Reaffirmation of Security Interest Reaffirmation of Security Interests Reaffirmation of the Loan Parties Reaffirmations Real and Personal Property Real Estate Real Estate Brokers Real Estate Commissions Real Estate Taxes Real Property Real Property Collateral Real Property Taxes Reallocation of Applicable Percentages to Reduce Fronting Exposure Reallocation of Applicable Revolving Credit Percentages to Reduce Fronting Exposure Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure Reallocation of Participations and Loans Reallocation of Participations to Reduce Fronting Exposure Reallocation of Participations; Cash Collateralization and Repayment Reallocation of Payments Reallocation of Pro Rata Share to Reduce Fronting Exposure Reallocation of Pro Rata Share; Amendments Reasonable Assistance Reasonable Best Efforts Reasonable Business Expenses and Support Reasonable Care Reasonable Efforts Reasonable Restrictions Reasonableness Reasonableness of Covenants Reasonableness of Restrictions Recalled Product Recalls Recalls, Market Withdrawals or Corrective Actions Recalls, Suspensions or Withdrawals Recapitalization Recapitalization or Reorganization Receipt of Benefits Receipt of Confirmation Receipt of Contributions by Trustee Receipt of Funds Receivable File Receivables Receivables; Deposit Accounts and Securities Accounts Receiver or Trustee Recipients of Grants Recitals Recitals Incorporated Herein Recitals; Capitalized Terms Recitals; Construction Recitals; Terms Reclassification, Exchange, Combinations or Substitution Recognition of Company’s Rights Recognition of Company’s Rights; Nondisclosure Reconciliation Record Date Record Holder Record Keeping Record Retention Recordation Recordation Into Register Recording Recording and Filing Recordkeeping Records Records and Audit Rights Records and Audits Records and Information Records and Notice Records and Reports of Inventory Records and Schedules of Accounts Records of Purchases Records; Audit Records; Audits Records; Confidentiality Recoupment Recoupment Policy Recoupment/Clawback Recoveries Recovery Recovery of Erroneous Payments Recovery of Payments Recycling Redelivery of Documentation Redevelopment of Project Reduced Salary Reduction of Certain Payments Reduction of Non-Extending Lenders’ Commitment Reduction of Payments Reduction of Piggyback Registration Reduction of Underwritten Offering Reemployment Ref00038830.0 Reference to Agreement Reference to and Effect on the Credit Agreement Reference to Credit Agreement Reference to Loan Agreement Reference to the Effect on the Credit Agreement Reference to the Effect on the Financing Documents References References in Loan Documents References to Transaction Documents References Within Existing Loan Agreement References Within Loan and Security Agreement Refinancing Refinancing of Swing Line Loans Refinancing of Swingline Loans Reformation Refunding of Letters of Credit With Revolving Loans Refunding of Swing Loans Refunds Refusal to Transfer Register Registration Registration Registration and Authority Registration Expenses Registration Procedures Registration Rights Registration Rights Agreement Registration Statement Registration Statement Amendments Registration Statement and Prospectus Registration Statement Effective Regulated Activities Regulation D Offering Regulation M Regulation M Compliance Regulation U Regulatory Regulatory Activities Regulatory Approval Regulatory Approvals Regulatory Assistance Regulatory Audits and Inspection Regulatory Authority Regulatory Compliance Regulatory Cooperation Regulatory Costs Regulatory Disruption Regulatory Enforcement Actions Regulatory Filings Regulatory Inspections Regulatory Materials Regulatory Materials; Data Regulatory Matters Regulatory Meetings Regulatory Permits Regulatory Requirements Regulatory Responsibilities Regulatory Submissions Reimbursement Reimbursement by Lenders Reimbursement for Past Expenses Reimbursement Obligation of the Borrower Reimbursement Obligations Reimbursement of Business Expenses Reimbursement of Expenses Reimbursement of Legal Fees Reimbursement or Cancellation of Certain Awards Reimbursement; Participations Reimbursements Reinstatement REIT Qualification REIT Status Rejecting or Suspending Creation Orders Rejecting or Suspending Redemption Orders Rejection Related Agreements Related Definitions Related Obligations Related Party Transactions Relation to Other Benefits Relation to Plan Relationship Relationship of Parties Relationship of the Parties Relationship to Existing Confidentiality Agreement Relationship to Other Benefits Relationship With Lenders Relationships With the Company Release Release Agreement Release by Borrower Release by Executive Release Condition Release for Servicing Release of All Claims Release of Claims Release of Claims Agreement Release of Collateral Release of Guarantors Release of Liens Release of Mortgages Release of Unknown Claims Release Prior to Payment of Benefits Release Requirement Release Upon Certain Events Release; Set-Off Released Claims Released Parties Releases Releases of Hazardous Materials Relevant Factors Reliance Reliance by Administrative Agent Reliance by Administrative Agent and Lenders Reliance by Administrative Agent, L/C Issuer and Lenders Reliance by Administrative Agent, L/C Issuers and Lenders Reliance by Agent Reliance by Agent, L/C Issuer and Lenders Reliance by Agents Reliance by Agents and Lenders Reliance by Lender Reliance by the Administrative Agent Reliance on Documents; Counsel Reliance on Exemptions Relief Relocation Relocation Assistance Relocation Benefits Relocation Expenses Remaining Inventories Remaining Terms Remedial Actions Remedies Remedies Cumulative Remedies Cumulative; No Waiver Remedies for Breach Remedies for Employee’s Breach Remedies Not Exclusive Remedies of Indemnitee Remedies Upon an Event of Default Remedies Upon Breach Remedies Upon Default Remedies Upon Event of Default Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief Remedies, Other Obligations, Breaches and Injunctive Relief Remedy Remedy for Breach Remedy for Improper Drafts Remittances Generally Removal Removal of Legends Removal of Restrictions Removal of Tenant Property by Tenant Remuneration Renewal Renewal Option Renewal Term Renewals Rent Abatement Rent Defined Rent Roll Rentable Square Feet of Premises Reorganization Reorganizations Repair and Maintenance Repair of Damage to Premises by Landlord Repairs Repayment Repayment of Bonus Repayment of Excess Advances Repayment of Loans Repayment of Participation Advances Repayment of Participations Repayment of Swingline Loans Repayment of Term Loans Repayment/Forfeiture Replacement Replacement and Resignation of an Issuing Bank Replacement of an Issuing Bank Replacement of Certain Lenders Replacement of Lenders Replacement of Non-Consenting Lender Replacement of Non‑Consenting Lender Replacement of Securities Replacement of Shares Replacement of the Issuing Bank Replacement of the L/C Issuer Replacement of Warrant Replacement Project Replacing Future Benchmarks Replacing USD LIBOR Reportable Uses Require Consent Reporting Reporting Compliance Reporting Obligations Reporting Periods Reporting Requirements Reporting Status Reporting Structure/Responsibilities Reports Reports Accurate Reports and Disclosure Under the Securities Acts Reports to Government Entities REPORTS UNDER the EXCHANGE ACT Reports; Other Information Reports; Payments Representation Representation and Agreements of Executive Representation and Warranties Representation by Counsel Representation by Legal Counsel Representation by the Holder Representation Certificate Representation Dates; Certificate Representation of Authority Representation/Arbitration Rights and Procedures Representations Representations and Agreements to Survive Delivery Representations and Covenants Representations and Covenants of the Agent Representations and Indemnities of Broker Relationships Representations and Warranties Representations and Warranties Generally Representations and Warranties of Both Parties Representations and Warranties of Buyer Representations and Warranties of Credit Parties Representations and Warranties of Each Party Representations and Warranties of Holder Representations and Warranties of Investor Representations and Warranties of Lenders Representations and Warranties of NVCR Representations and Warranties of Purchaser Representations and Warranties of Seller Representations and Warranties of the Borrower Representations and Warranties of the Company Representations and Warranties of the Credit Parties Representations and Warranties of the Investor Representations and Warranties of the Investors Representations and Warranties of the Loan Parties Representations and Warranties of the Parties Representations and Warranties of the Purchaser Representations and Warranties of the Purchasers Representations and Warranties of Zai Representations and Warranties; Covenants Representations and Warranties; No Default Representations and Warranties; No Event of Default Representations and Warranties; Reaffirmation of Security Interest Representations and Warranties/No Default Representations of Assignee Representations of Executive Representations of Purchaser Representations of the Company Representations of the Executive Representations True Representations, Warranties and Acknowledgments of Borrower Representations, Warranties and Covenants Representations, Warranties and Covenants of the Company Representations, Warranties and Covenants of the Purchaser Representations, Warranties and Covenants of the Subscriber Representations, Warranties of Each Party Representations; Events of Default Repricing Repricing Prohibited Repurchase Notices Repurchase Option Repurchase or Forfeiture of Restricted Stock Repurchase Price Repurchase Rights Request for a Review Request for Credit Extension Request for Extension Request for Increase Request for Letter of Credit Request for Registration Requests for Borrowing Requests for Extension Requests for Increase by Borrower Required Consents Required Delay in Payment to Specified Employee Pursuant to Separation From Service Required Disclosure Required Disclosures Required Filings Relating to Placement of Placement Shares Required Release Required Terms Required Withholding Requirements Requirements for Participation in Underwritten Offerings Requirements of Insurance Requirements of Law Requirements of Tenant's Agents Requirements of Tenant’s Agents Resale Restrictions Rescission and Withdrawal Right Rescission Rights Research Costs Research Funding Research License Research Plan Research Records Research Term Reservation Reservation of Common Stock Reservation of Rights Reservation of Shares Reservation of Stock Issuable Upon Conversion Reservations Reserves Reserves on Eurocurrency Rate Loans Reserves on Eurodollar Rate Loans Reserves on LIBOR Rate Loans Residence Residency Resignation Resignation and Cooperation Resignation and Replacement of Swingline Lender Resignation for Good Reason Resignation From Positions Resignation From the Company for Good Reason Resignation From the Company With Good Reason Resignation From the Company Without Good Reason Resignation of Administrative Agent Resignation of Administrative Agent, Swing Line Lender, L/C Issuers and Collateral Agent Resignation of All Other Positions Resignation or Removal of the Issuing Bank Resignation Without Good Reason Resignation; Successor Agent Resignations Resolution by Executive Officers Resolution of Disputed Items Resolution of Disputes Resolutions Resolutions; Opinion Resource Capital Corp Response to Subpoenas Responsibilities Responsibilities of the JSC Responsibility Responsibility for Taxes Responsible Officer Certificate Restaurant Restoration Restricted Activities Restricted Foreign Subsidiary Voting Rights Restricted Investments Restricted Junior Payments Restricted Payments Restricted Period and Vesting Restricted Securities Restricted Stock Restricted Stock Agreement Restricted Stock and Restricted Stock Units Restricted Stock Award Restricted Stock Awards Restricted Stock Purchase Agreement Restricted Stock Unit Restricted Stock Unit Agreement Restricted Stock Unit Awards Restricted Stock Units Restricted Stock Units Not Transferable Restriction Restriction on Disclosure and Use of Confidential Information Restriction on Redemption and Cash Dividends Restriction on Transfer Restriction Period Restrictions Restrictions and Conditions Restrictions During Period of Restriction Restrictions on Exercise Restrictions on Grant of the Award and Issuance of Shares Restrictions on Issuance of Shares Restrictions on Payment of Certain Debt Restrictions on Registration Rights Restrictions on Resale Restrictions on Shares Restrictions on Transfer Restrictions on Transfer and Pledge Restrictions on Transfer of Award Restrictions on Transfer of Shares Restrictions on Transfer; Shell Company Restrictions on Transferability Restrictions on Use and Disclosure Restrictive Agreements Restrictive Covenant Restrictive Covenant Acknowledgments; Reasonableness Restrictive Covenant Agreement Restrictive Covenants Restrictive Covenants Agreement Restrictive Legend Restrictive Legends Retain Appropriate Consultants to Review and Investigate the Condition of the Premises Retained Rights Retention Bonus Retention of Rights Retirement Retirement and Investment Plans Retirement and Welfare Plans Retirement Benefits Retirement Plans Retirement; Involuntary Termination Without Cause Return of Capital Return of Company Property Return of Confidential Information Return of Documents Return of Information Return of Materials Return of Payments Return of Property Return of Restricted Stock to Company Return of Security Deposit or Letter of Credit Return of the Company Property Return of the Company’s Property Return or Destruction of Confidential Information Returning Company Documents Returns Returns of Inventory; Affixed Equipment Reversion of Rights Reversion of Shares to the Share Reserve Review and Consultation Review Period Review Procedure Reviewing Party Revisions Revival of Secured Obligations Revocation Revocation Period Revocation Period and Effective Date Revolving Advances Revolving Borrowings Revolving Commitment Revolving Commitments Revolving Credit Borrowings Revolving Credit Commitments Revolving Credit Exposure Revolving Credit Facility Fees Revolving Credit Loan Revolving Credit Loans Revolving Loan Revolving Loans Revolving Outstandings RIC Diversification Requirements Right of Contribution Right of First Offer Right of First Refusal Right of Negotiation Right of Offset Right of Reference Right of Repurchase Right of Set-Off Right of Setoff Right to Assign Right to Contest Right to Convert Right to Exercise Right to Expand Right to Extend Right to Extend Term Right to Inspect Right to Lease Right to Offset Right to Participate in Defense Right to Payment Right to Prepay Right to Realize on Collateral and Enforce Guaranty Right to Receive Payment Right to Setoff Right to Sublicense Right to Terminate Right to Terminate Employment Rights and Appurtenances Rights and Obligations Upon Termination Rights and Remedies Rights and Remedies Cumulative Rights and Remedies of Lender; No Waiver Rights and Remedies Upon Breach Rights as a Lender Rights as a Shareholder Rights as a Stockholder Rights as a Stockholder, Director, Employee or Consultant Rights as Employee, Consultant or Director Rights as Shareholder Rights as Shareholder; Dividend Equivalents Rights as Stockholder Rights as Stockholder; Dividend Equivalents Rights as Stockholders Rights Conditioned on Compliance Rights Cumulative Rights in Bankruptcy Rights Limited Rights Not Transferable Rights of a Shareholder of the Company Rights of a Stockholder Rights of Contribution Rights of Holder Upon Default Rights of Lenders Rights of Others Rights of Participant Rights of Participants Rights of the Secured Parties Rights of Third Parties Rights on Default Rights on Termination of Employment Rights Personal Rights Related to Options Rights Retained by the Parties Rights to Purchase Rights Upon Bankruptcy Rights Upon Termination Rights Upon Termination of Employment Rights Upon Termination of Service as a Director Risk of Loss Role of L/C Issuer Role of L/C Issuers Rolling Forecast Rollover Contributions Rollovers to Other Qualified Plans Roof Equipment Rounding Royalties Royalty Adjustment for Generic Competition Royalty Floor Royalty Payment Reports Royalty Payments Royalty Payments and Reports Royalty Rate Royalty Rates Royalty Reporting Royalty Reports Royalty Reports and Payments Royalty Stacking Royalty Term RSUs Not Transferable Rules Rules and Procedures Rules and Regulations Rules for Maternity or Paternity Leaves of Absence Rules of Construction Rules of Interpretation S. Bank National Association S. Bank National Association,S. Bank National Association, S. BANK NATIONAL ASSOCIATION, as a Lender S. Department of Health & Human Services S. Tax Compliance Certificate S. Tax Compliance Certificates S. Well – Profrac Licensing Agreement Safeguards Safety and Regulatory Audits Safety Stock Salary Salary and Bonus Salary and Pro-Rata Bonus Payment Salary Continuance Salary Continuation Salary Payment Salary Severance Sale and Leaseback Transactions Sale Characterization Sale of Assets Sale of Collateral Sale of Placement Shares Sale of Placement Shares by Cowen Sale of Securities Sales Sales and Leasebacks Sales During Pre-Settlement Period Sales Milestone Payments Sales Milestones Sales Outside the U.S Sales Reports Sales Taxes and VAT Sales, Liens, Etc Samples Sanctions Sanctions and Anti-Terrorism, Anti-Money Laundering and Anti-Corruption Compliance Sanctions Concerns SAR Agreement Sarbanes-Oxley Sarbanes-Oxley; Internal Accounting Controls Sarbanes‑Oxley Savings Clause Schedule Schedule of Receivables Scheduled Repayments; Mandatory Prepayments; Optional Prepayments Scheduled Termination Schedules Schedules and Documents Relating to Accounts Scientific Publication Scope Scope of Agreement Scope of Amendment Scope of Covenants Scope of Disclosure Restrictions Scope of Employment Scope of Liability Scope of Release Scope of Restricted Activities Scope of Restrictions Searches SEC Documents, Financial Statements SEC Documents; Financial Statements SEC Filings SEC Filings and Other Disclosures SEC Notices SEC Provisions SEC Reporting SEC Reports SEC Reports; Financial Statements Secondary Market Transactions Secretary’s Certificate Secretary’s Certificate and Good Standing Certificates Secretary’s Certificates Section Section Headings Section Headings; Construction Section References Secured Cash Management Agreements and Secured Hedge Agreements Secured Note Secured Obligations Secured Party Appointed Attorney-in-Fact Secured Party's Duties Secured Promissory Notes Securities Contract; Swap Agreement Securities Filings Securities Law and Other Regulatory Compliance Securities Law Compliance Securities Matters Securities Representations Securitization Security Security and Access Security Deposit Security Deposits Security Documents Security for Secured Obligations Security Interest Security Interest Absolute Security Interest in the Collateral Security Interest, Etc Security Interests Security Measures Segregation of Transferred Amounts Selection of Arbitrator Selection of Architect Selection of Architect/Construction Drawings Selection of Counsel Selection of Interest Rate Options Selection of Materials Selection of Materials, Etc Selection of Participants Selection of Underwriters Selection Procedures Seller Seller Default Seller Taxes; And Seller’s Closing Deliveries Seller’s Closing Statement Seller’s Obligations Seller’s Obligations at the Closing Seller’s Representations and Warranties Seller’s Tax Status Seniority Separability Separate Existence Separate Payments Separation Separation Agreement and Release of Claims Separation Benefits Separation Date Separation for Any Other Reason Separation From Employment Separation From Service Separation From Service; Required Delay in Payment to Specified Employee Separation of Employment Separation Pay SerialService Service Agreements Service-Based Vesting Conditions Service Contracts Service Managers and Chief Representatives Service of Process Services Services of Consultant Services Rendered Services to the Company Servicing Servicing Fee Set-Off Set Off Rights Setoff Settlement Settlement Date Basis Settlement in Shares Settlement of Award Settlement of Awards Settlement of Claims Settlement of Placement Shares Settlement of Restricted Stock Unit Awards Settlement of Restricted Stock Units Settlement of RSUs Settlement of Third Party Claims Settlement of Units Settlement Procedures Settlements Severability Severability and Construction Severability and Modification of Covenants Severability and Reformation Severability of Covenants Severability of Interest, Primary and Non-Contributory Severability of Provisions Severability; Blue Pencil Severability; Entire Agreement Severability; No Waiver Severability; Waiver Severance Severance Amount Severance Benefit Severance Benefits Severance Pay Severance Pay and Benefits Severance Payment Severance Payments Severance Payments and Benefits; Salary and Benefits Severance Payments Upon Covered Termination During a Change in Control Period Severance Payments Upon Covered Termination Outside a Change in Control Period Severance Payments; Salary and Benefits Severance Upon Involuntary Termination Share Adjustments Share Certificates Share Counting Share Recycling Share Reserve Share Withholding Shared Conference Facilities Shareholder and SEC Documents Shareholder Approval Shareholder Rights Shareholder Rights Plan Shares Shares Available Shares Available for Subsequent Issuance Shares Issuable Shares Not Available for Subsequent Issuance Shares Subject to the Plan Sharing Agreements Sharing of Payments Sharing of Payments by Lenders Sharing of Payments, Etc Shelf Registration Shell Company Status Shipping Shortages Shortages and Price Disputes Sign-on Bonus Signage Signature in Counterparts Signatures Signing Bonus Signs Signs, Response Plans, Etc Signs; Exterior Appearance Single Document Sole Agreement Sole Separation Benefit Solicitation Solicitation of Consultants Solicitation of Employees Solvency Solvency Certificate Solvency, Payment of Debts Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance Source of Funds Source of Payments Source of Shares Sovereign Immunity Special Cash Payments in Lieu of COBRA Premiums Special Conditions Special Coverages Special Definitions Special Provisions for Acquisition Transaction Announcements Special Provisions for Merger Transactions Special Provisions Relating to Euro Special Purpose Entity Special Purpose Funding Vehicles Special Purposes Vehicles Special Rules Special Warranty Special, Indirect and Other Losses Specific Covenants Specific Enforcement Specific Performance Specific Performance, Etc Specific Release of ADEA Claims Specific Responsibilities Specifications Specified Employee Specified Employee Delay Specified Employees Specified Executive Stability Testing Staggered Settlement Stand-Alone and Tandem Awards Stand-Alone, Additional, Tandem, and Substitute Awards Standard Company Benefits Standard of Care Standard of Conduct Standard of Consent to Transfer Standard of Performance Standard Tenant Services Standards Standards of Conduct; Noncompetition Standards of Financial Statements Standards of Performance Standby Letters of Credit Fees Standstill Start Date State-Specific Provisions Statement of Account Statement of Actual Direct Expenses and Payment by Tenant Statement of Estimated Direct Expenses Statement of Intent Statements Statistical and Market Data Statistical and Market-Related Data Status Status as Business Development Company Status of Claims in Bankruptcy Status of Lender Status of Lenders Status of Lenders; Tax Documentation Status of Plan Status of the Stock Option Status; Cure Stay of Acceleration Steering Committee Step-in Right Stock Stock Appreciation Right Stock Appreciation Right Agreement Stock Appreciation Right Term Stock Appreciation Right Vesting Stock Appreciation Rights Stock Awards Stock Bonus Awards Stock Certificates Stock Distributed Stock Dividends and Splits Stock Dividends and Stock Splits Stock Dividends, Splits, Etc Stock Exchange Listing Stock Grants and Stock Unit Awards Stock Issuable Stock Offered Stock Option Stock Option Agreement Stock Option Grant Stock Option Plans Stock Options Stock Options and SARs Stock Ownership & Retention Stock Ownership Guidelines Stock Payment Stock Payments Stock Plan Administration Service Providers Stock Subject to the Plan Stock Tender Exercise Stock Transfer Taxes Stock Unit Agreement Stock Units Stock Vesting Upon Termination Stock Withholding Stockholder Approval Stockholder Rights Stop Trade Stop-Transfer Notices Stop Transfer Orders Storage Storage Tanks Straddle Period Strict Construction Strike Price Structure Subcommittees Subcontracting Subcontractors Subcontracts Subdivision Subdivision or Consolidation of Shares Subject to [Section Subject to [Section 2 Subject to [Section 3 Subject to [Section 4 Subject to [Section 5 Subject to [Section 6 Subject to [Section 7 Subject to [Section 8 Subject to [Section 9 Subject to [Sections 2 Subject to [Sections 7 Subject to Plan Subject to the Plan Sublease Sublease/Transfer Restrictions Subleases of Tenant Sublicense Fees Sublicense Requirements Sublicense Rights Sublicense Terms Sublicenses Sublicensing Sublicensing Rights Submission of Lease Submission to Jurisdiction Submission to Jurisdiction; Waiver of Jury Trial Submission to Jurisdiction; Waivers Subordinate Subordinated Debt Subordinated Debt;Subordinated Indebtedness;Subordinated Notes Subordination Subordination of Intercompany Indebtedness Subordination of Permitted Subordinated Debt Subrogation Subrogation of Rights Vis-a-Vis Third Party Contractors Subscriber’s Representations, Warranties and Agreements Subscription Subsequent Awards Subsequent Elections Subsequent Equity Sales Subsequent Rights Offerings Subsidiaries Subsidiaries and Affiliates Subsidiaries, Joint Ventures, Partnerships and Equity Investments Subsidiaries; Equity Interests Subsidiaries; Equity Interests; Loan Parties Subsidiaries; Investments Subsidiary Subsidiary Documents Subsidiary Guarantors Substantial Completion Substitute Awards Substitution Success on the Merits or Otherwise Succession and Assignment Successor Successor Administrative Agent Successor Agent Successor and Assigns Successor LIBOR Rate Index Successor to and Continuation of Prior Plan Successor to Company Successor to the Executive Successors Successors and Assigns Successors and Assigns Generally Successors and Assigns; Assignment Successors and Assigns; Assignments and Participations Successors and Assigns; No Third-Party Beneficiaries Successors and Assigns; Participations and Assignments Successors and Assigns; Participations; New Lenders Successors in Interest Successors; Binding Agreement Successors/Assigns Sufficiency of Consideration Sufficient Number of Shares Registered Suicide or Misstatement Suits and Proceedings Sunesis Core Technology Supplemental HVAC Supplemental Release Supplemental Release Effective Date Supply Agreement Supply Agreements Supply of Product Supply Price Surety Obligations Surrender Surrender of Possession Surrender of Premises Surrender of Stock Surrender; Restoration Survey Survivability Survival Survival and Assignment by the Company Survival in All Cases Survival of Agreements Survival of Certain Provisions Survival of Covenants Survival of Obligations Survival of Provisions Survival of Representations Survival of Representations and Warranties Survival of Representations, Warranties and Agreements Survival of Rights Survival of Warranties Surviving Provisions Survivorship Suspension of Sales Suspension of Sales; Adverse Disclosure Sustainability Coordinator Swap Agreements Swaps Swing Line Exposure Swing Line Facility Swing Line Loans Swing Loans Swingline Commitment Swingline Committed Amount Swingline Loans Taking for Temporary Use Tandem SARs Tangible Net Worth Tangible Personal Property Target Target Bonus Tax Advice Tax and Other Withholding Obligations Tax Consequences Tax Consolidation Tax Consultation Tax Cooperation Tax-Deferred Exchange Tax Disclosure Tax Documentation Tax Forms Tax Indemnification Tax Indemnifications Tax Information Tax Issues Tax Liability Tax Liability and Withholding Tax Matters Tax Refunds Tax Requirements Tax Returns Tax Returns and Payments Tax Returns and Payments; Pension Contributions Tax Sharing Agreements Tax Status Tax Treatment Tax Treatment of Indemnification Payments Tax Treatment of Indemnity Payments Tax Treatment; [SectionA Tax Withholding Tax Withholding and Indemnification Tax Withholding Arrangements Tax Withholding for Participants Domiciled in U Tax Withholding in General Tax Withholding; Issuance of Uncertificated Shares for Participants Domiciled Outside the U Taxable Reimbursements Taxation Taxes Taxes and Assessments Taxes and Employee Benefits Taxes and Indemnification Taxes and Other Charges for Which Tenant Is Directly Responsible Taxes and Regulatory Costs Taxes and Withholding Taxes and Withholdings Taxes on Income Taxes; Dividends Taxes; Increased Costs Taxes; Pensions Taxpayer Identification Number Taxpayer Identification Number; Other Identifying Information Technical and Conforming Modifications Technical Publication Technology Committee Technology Transfer Telephonic Notices Temporary Taking Tenant Access Tenant Allowance Tenant Default Tenant Deposits Tenant Estoppel Certificate Tenant Funds Tenant Hazardous Materials Tenant Improvement Allowance Tenant Improvement Allowance Items Tenant Improvements Tenant Improvements Allowance Tenant Improvements Defined Tenant Liability Tenant Parking Tenant Payment of Utilities Costs Tenant Provided Services and Utilities Tenant Repair Obligations Tenant Representation and Warranty Tenant Representative Tenant’s Access Rights Tenant's Agents Tenant’s Agents Tenant’s Authorized Representative Tenant's Compliance With Landlord's Property Insurance Tenant’s Compliance With Landlord’s Property Insurance Tenant’s Default Tenant’s Indemnification Tenant's Insurance Tenant’s Insurance Tenant's Lease Default Tenant’s Lease Default Tenant’s Obligations Tenant’s Obligations Upon Surrender Tenant’s Pro Rata Share Tenant's Reimbursement Tenant’s Remedies/Limitation of Liability Tenant’s Repairs Tenant's Representative Tenant’s Representative Tenant's Right to Make Repairs Tenant’s Right to Request Changes Tenant’s Share Tenant's Signage Tenant’s Space Plans Tenant’s Termination Right Tenant’s Waiver Tenant’s Work Term a Loan Term and Expiration Term and Termination Term B Loan Term Borrowing Term Commitments Term Loan Term Loan A Term Loan Advances Term Loan Commitments Term Loan Documents Term Loan Interest Rate Term Loan Payments Term Loan Records Term Loans Term of Agreement Term of Awards Term of Consulting Relationship Term of Employment Term of Employment and Severance Benefits Term of Employment and Termination Term of Engagement Term of Option Term of Plan Term of Plan; Effective Date Term of Plan/governing Law Term of the Agreement Term of the Plan Term SOFR Transition Event Term; Termination Terminable at Will Termination Termination and Amendment Termination as a Result of Executive’s Death or Disability Termination as Director Termination Benefit Termination Benefits Termination by Borrowers Termination by Company Termination by Company for Cause Termination by Company Without Cause or by Executive for Good Reason Termination by Consultant Termination by Death or Disability Termination by Either Party Termination by Employee Termination by Employee With Good Reason Termination by Employee Without Good Reason Termination by Employer Termination by Employer for Cause Termination by Employer Without Cause Termination by Executive Termination by Executive for Good Reason Termination by Executive With Good Reason Termination by Executive With Good Reason Unrelated to a Change of Control Termination by Executive Without Good Reason Termination by Lenders Termination by Licensee Termination by Licensor Termination by Mutual Agreement Termination by Reason of Death Termination by Reason of Disability Termination by Reason of Retirement Termination by the Company Termination by the Company for Cause Termination by the Company Other Than for Cause Termination by the Company Without Cause Termination by the Employer for Cause Termination by the Employer Without Cause or by Executive for Good Reason Termination by the Executive Termination by the Executive for Good Reason Termination by the Executive Without Good Reason Termination by Zai for Convenience Termination Date Termination Due to Death Termination Due to Death or Disability Termination Due to Disability Termination Due to Job Elimination Termination Event Termination Events Termination Fee Termination Following a Change in Control Termination Following Change in Control Termination for Any Reason Termination for Bankruptcy Termination for Breach Termination for Cause Termination for Cause by the Company Termination for Cause or Without Good Reason Termination for Convenience Termination for Death or Disability Termination for Diligence Failure Termination for Disability Termination for Good Reason Termination for Insolvency Termination for Material Breach Termination for Other Reasons Termination for Patent Challenge Termination Generally Termination in Connection With a Change of Control Termination Not Sole Remedy Termination Notice and Procedure Termination of Agreement Termination of an Issuing Bank Termination of Benefits Termination of Commitments Termination of Consulting Period Termination of Continuous Service Termination of Defaulting Lender Termination of Defaulting Lender Commitment Termination of Employment Termination of Employment and Severance Benefits Termination of Employment Due to Death or Disability Termination of Employment of Employee Directors Termination of Employment or Consulting Relationship Termination of Employment or Service Termination of Employment or Service as a Director Termination of Employment; Effect of Termination Termination of Lease Termination of Licenses Termination of Management Agreement Termination of Option Termination of Participant’s Continuous Service Termination of Participation Termination of Period of Restriction for First Category Shares Termination of Period of Restriction Second Category Shares Termination of Period of Restriction Upon Certain Terminations of Employment Termination of Plan Termination of Previous Agreements Termination of Registration Rights Termination of Relationship as a Service Provider Termination of Relationship With the Company Termination of Requirement Termination of Right to Tenant's Signage Termination of Rights as Shareholder Termination of Rights as Stockholder Termination of Service Termination of Service (Except by Death Termination of Service for Certain Qualified Retirements Termination of Service for Death or Disability Termination of Service of Employee Directors Termination of Service Relationship Termination of Status Termination of the Option Termination of the Plan Termination of Unexercisable Options Termination Option Termination or Amendment Termination or Reduction of Commitments Termination or Reduction of Revolving Commitments Termination or Reduction of Revolving Credit Commitments Termination Payment Termination Payments Termination Period Termination Press Releases Termination Prior to Maturity Date; Survival Termination Prior to Term Loan Maturity Date; Survival Termination Procedures Termination Right Termination Rights Termination Upon Death Termination Upon Death or Disability Termination Upon Disability Termination Without Cause Termination Without Cause by the Company Termination Without Cause or for Good Reason Termination Without Cause or Upon Good Reason Termination Without Good Reason Termination; Merger Termination; Payment of Accrued Base Salary Termination; Reinstatement Termination; Repayment Terminology Terms Terms and Conditions Terms and Conditions Applicable to Assignment and Subletting Terms and Conditions for All Restricted Stock Awards Terms and Conditions of Options Terms and Conditions of Stock Appreciation Rights Terms and Conditions of Stock Grants Terms Defined in Loan Agreement Terms Defined in Loan and Security Agreement Terms Generally Terms of Agreement Terms of Employment Terms of New Loans and Commitments Terms of Performance Awards Terms of Restricted Stock Awards Terms of RSUs Terms of SARs Terms of Stock Bonus Awards Terms of the Private Placement Warrants Terms of This Agreement Terms; Captions Territory Development Plan Testing Testing of Values The Accounts The Accrued Amounts;The Accrued Obligations;The Accrued Obligations; And The Bayview Club Apartment Homes,Bayview Club Drive, Indianapolis, Indiana The Building and the Project The Closing The Committee The Company The Company’s Rights The Company’s Successors The Contractor The Contractor; Landlord's Project Manager The Letter of Credit Commitment The Loan The Loans The Note The Other Improvements The Plan The Platform The Platform Is Providedas Isandas Available The Premises The Revolving Credit Borrowings The Revolving Credit Loans The Sales Agreement The Securities The Swing Line The Swingline The Term The Term Borrowing The Term Loans The Trustee The U Thereafter, to the General Partner Third Parties Third Parties’ Rights Third Party Agreements Third-Party Agreements and Information Third-Party Agreements and Rights Third-Party Beneficiaries Third Party Beneficiary Third Party Claims Third-Party Confidentiality Third-Party Contractors Third-Party Contracts Third-Party Information Third Party Infringement Third-Party Intellectual Property Third Party Licenses Third Party Obligations Third Party Patent Rights Third Party Payments Third Party Proceedings Third Party Rights Third‑Party Beneficiaries This [Section This [Section 2 This ‎[Section 2 This [Section 3 This [Section 4 This Agreement This Amendment This Amendment No Threshold Through the CNS Clearing Process TI Allowance Ticking Fee Tildelingstidspunkt Time and Conditions of Exercise Time and Form of Payment Time and Manner of Exercise Time and Method of Exercise Time and Place of Exercise Time-Based LTIP Units Time-Based Vesting Time Commitment Time Deadlines Time for Consideration; Effective Date Time Limits Time of Allocation Time of Distribution Time of Essence Time of Granting Awards Time of Payment Time of the Essence Time of the Essence in This Tenant Work Letter Time of the Essence in This Work Letter Time Off and Holidays Times of Day Times of Day; Business Days Times of Day; Rates Timing Timing and Form of Payment Timing of Administrator Response Timing of Distributions Timing of Payment Timing of Payment or Performance Timing of Payments Timing of Payments by the Company Timing of Release Timing of Release of Claims Title Title Adjustments; Dispute Resolution Title and Duties Title Commitment Title Credit Amounts Title Credit Notice Title Defect Amounts Title Defect Notice Title Generally Title Insurance Title Policy Title to Assets Title to Intellectual Property Title to Properties Title to Properties; Liens Title to Properties; Priority of Liens Title to Property Title to Real and Personal Property Title to Securities Title to Shares Title; Encumbrances Title/Responsibilities Titles Titles and Headings Titles and Subtitles To the Company At Tolling Tolling Expiration Total Destruction Total Leverage Ratio Total Net Leverage Ratio Total Payments Total Taking Total Unencumbered Asset ValueTrade Relations Trade Secrets Trade Secrets and Confidential Information/Company Property Trade Secrets; Whistleblower Protections Trademark License Trademarks Trading Policy Restrictions Training Transaction Costs Transaction Documents Transaction Information Transaction With Affiliates Transactions Transactions With Affiliates Transactions With Affiliates and Employees Transfer Transfer Agent Transfer Agent Instructions Transfer and Assignment Transfer and Encumbrance Transfer Generally Transfer of Assets Transfer of Claims Transfer of Company Property Transfer of Landlord's Interest Transfer of Landlord’s Interest Transfer of Letter of Credit Transfer of Loan Transfer of Materials Transfer of Personal Data Transfer of Plan Assets Transfer of Registration Rights Transfer of Shares Transfer of This Note or Securities Issuable on Conversion Hereof Transfer or Resale Transfer or Sale Transfer Premium Transfer Price Transfer Restriction Transfer Restrictions Transfer Taxes Transferability Transferability of Awards Transferability of Option Transferability of Options Transferability of Options and SARs Transferor’s U Transfers Transfers and Other Liens Transition Transition Assistance Transition Opportunity Transition Period Transition Services Translations Transmission Line Equipment Transportation Management Trash Removal Travel Expenses Treatment of Certain Information Treatment of Certain Information; Confidentiality Treatment of Certain Information; No Fiduciary Duty; No Conflicts Treatment of Certain Refunds Treatment of Classes Treatment of Confidential Information Treatment of Dividends Treatment of Each Installment as a Separate Payment Treatment of Prepayment Charge and End of Term Charge Trial by Jury Waiver Triggering Event Triple Net Lease True and Complete Disclosure True and Correct Information True Sale Trust Trust Account Waiver Trust Waiver Type of Borrowing Type of Loans Type of Option Type of Shares Types of Awards Types of Loans Types of Performance Awards Types of Performance Awards Authorized Types of Restricted Stock Awards Authorized U.K. Tax Gross-Up U.S. Patent and Trademark Office Entity Size Status UCC Financing Statement No UCC Financing Statements Ultimate Net Loss Ultimate Parent; Parent and SPV Umbrella or Excess Liability Insurance Unascertainable Unauthorized Disclosure Unavailability of Tenor of Benchmark Unclaimed Benefits Unconditional Liability Under [Section 5 Underground Storage Tanks& Aboveground Storage Tanks (Asts Underground Tanks Underlying Instruments Underlying Repurchase Documents Understanding of Covenants Understandings or Arrangements Underwriter Agreements Underwriting Guidelines Underwritten Offering Undisclosed Liabilities Unemployment Compensation Unencumbered Asset Adjusted NOIUnencumbered Assets Summary Unencumbered Properties Unforeseeable Emergency Unfunded Arrangement Unfunded Obligation Unfunded Plan Unfunded Status Unfunded Status of Awards Unfunded Status of Awards; Creation of Trusts Unfunded Status of the Plan Unimproved Land, # Construction in Process,Unit Awards United StatesorU Universal Health Services, Inc., as Performance Guarantor; And Unknown Claims Unlawful Indemnification Unlimited Piggyback Registration Rights Unquoted Investments- External Review Unreleased Claims Unrestricted Cash and Cash Equivalents Unsecured General Creditor Unsecured Obligation Unsecured Obligations Unsecured Promise Unused Commitment Fee Unused Fee Unused Line Fee Updated Schedules Updates Updates to Certain Schedules Upfront Fee Upfront Fees Upfront Payment Upon the Amendment No Usage Use of Collateral Use of Credit Use of Funds Use of Information Use of Loan Proceeds Use of Name Use of Names Use of Net Equivalent Lease Rates for Comparable Transactions Use of Other Matters Use of Proceeds Use of Proceeds From Sales of Common Stock Use of Pronouns Use of Voice, Image and Likeness Usury Usury Savings Clause Utilities Utilities, Services Utility Billing Information Utility Charges Vacation Vacation and Holidays Vacation and Sick Leave Vacation, Holidays and Sick Leave Vacation; Paid Time-Off Vacations Valid Issuance Valid Issuance of Shares Valid Liens Validity Validity and Enforceability Validity; Enforcement Validity; Severability Valuation Valuation Date Valuation Dispute Resolution Value Value Added Tax Value Given Value of Cash-Based and Other Stock-Based Awards Value of Performance Units/Shares Variable Interest Entity Variable Rate Transaction Variances From Operating Budget Variation of Pronouns Vehicle Parking Venue Verification of Data Vesting Vesting and Delivery Vesting and Forfeiture Vesting and Forfeiture of Restricted Stock Units Vesting and Lapse of Restrictions Vesting and Payment Vesting and Restrictions on Transfer Vesting and Settlement Vesting Conditions Vesting Criteria and Other Terms Vesting Date Vesting Definitions Vesting Generally Vesting of Award Vesting of Awards Granted to Non-Employee Directors Vesting of Options Vesting of Performance Share Units Vesting of Restricted Shares Vesting of Restricted Stock Vesting of Restricted Stock Awards Vesting of Restricted Stock Units Vesting of RSUs Vesting of Units Vesting Schedule Vesting Upon Change in Control Vesting Upon Disability or Death Vesting Upon Retirement Vesting, Exercisability and Settlement Vesting; Change in Control Vesting; Forfeiture Violations Visitation Rights Voluntarily Voluntariness and Consequences of Consent Denial or Withdrawal Voluntariness and Consequences of Denial/Withdrawal of Consent Voluntary Voluntary Agreement Voluntary Assent Voluntary Bankruptcy or Insolvency Proceedings Voluntary Bankruptcy Proceeding Voluntary Bankruptcy, Etc Voluntary Bankruptcy; Appointment of Receiver, Etc Voluntary Commitment Reductions Voluntary Conversion Voluntary Execution Voluntary Execution of Agreement Voluntary Nature of Agreement Voluntary or Mutual Termination Voluntary Prepayment Voluntary Prepayments Voluntary Proceedings Voluntary Reductions Voluntary Resignation Voluntary Resignation; Termination by Primerica for Cause Voluntary Resignation; Termination for Cause Voluntary Termination Voluntary Termination or Reduction Voting Voting Agreement Voting and Dividend Rights Voting and Dividends Voting and Tender of Shares Voting Rights Voting Rights and Dividends Voting Rights; Dividend Equivalent Rights and Distributions Voting Rights; Dividends and Distributions Voting Securities Waiting Period and Exercise Dates Waiver Waiver and Amendment Waiver and Amendments Waiver and Modification Waiver and Non-Exclusion of Remedies Waiver and Release Waiver of Age Discrimination Claims Waiver of Breach Waiver of Certain Relief Waiver of Claims Waiver of Claims to Trust Account Waiver of Compliance Waiver of Conflicts Waiver of Consequential Damages, Etc Waiver of Damages Waiver of Default Waiver of Immunity Waiver of Jury Trial Waiver of Jury Trial, Etc Waiver of Liability and Indemnification Waiver of Liquidation Distributions; Redemption Rights Waiver of Notice Waiver of Redemption by Tenant Waiver of Redemption, Statutory Notice and Grace Periods Waiver of Right to Jury Trial Waiver of Right to Trial by Jury Waiver of Rule of Construction Waiver of Statutory Provisions Waiver of Subrogation Waiver of Subrogation; Mutual Release Waiver of Trial by Jury Waiver of Unknown Claims Waiver of Venue Waiver or Amendment Waiver; Amendment Waiver; Amendment; Modification Waiver; Amendments Waiver; Modification Waivers Waivers and Amendments Waivers and Consents Waivers and Extensions Waivers by Borrowers Waivers of Jury Trial Walk-Through and Punchlist Warrant Warrant Agreement Warrant Agreement and Registration Rights Agreement Warrant Register Warrant Shares Warranties Warranty Warranty Disclaimer Water Water Sensors Welfare Benefit Plans Welfare Benefits When Federal Law Applies Where a U Whistleblower Notice Whistleblower Protection Whistleblower Protections and Trade Secrets Whistleblower Provision Whole Agreement Whole Shares Wind-Down Wind Down and Transition Wire Fees Withdrawal Withdrawal Right Withdrawals From Regular or Rollover Accounts Withholding Withholding and Taxes Withholding Arrangements Withholding for Taxes Withholding Generally Withholding in or Directed Sale of Shares Withholding in Shares Withholding Obligations Withholding of Tax Withholding of Taxes Withholding of Taxes and Other Employee Deductions Withholding Requirements Withholding Rights Withholding Tax Withholding Taxes Withholding Taxes and Stock Withholding Withholding Taxes; Gross-Up; Payments Free of Taxes Withholding; Payroll Taxes Withholding; Tax Effect Withholdings Without Cause Without Cause or by Executive for Good Reason Without Cause or for Good Reason Without Cause, Upon Notice Without Good Reason Work for Hire Work Made for Hire; Assignment Work Permit Work Product Workers’ Compensation and Employer’s Liability Insurance Workers’ Compensation Insurance Working Drawings Working Groups Works Works for Hire Years of Service Yield Protection You;Your Your Acknowledgments and Affirmations Your Representations Your Successors Zoning

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