Without notice or demand and without giving up any of its rights, Lender may:

Any officer, employee, non-employee director, or any natural person who is a consultant or advisor of the Company or any of its subsidiaries is eligible to receive Awards under the Plan. The selection of participants is within the sole discretion of the Committee (as defined below). Designation as a participant in any year does not require the Committee to designate such person to receive an Award in any other year or to receive the same type or amount of Award as granted to the participant in any other year. Incentive stock options may be granted only to employees of the Company and certain of its subsidiaries.

Lessee hereby acknowledges it is currently in possession of the Existing Premises and accordingly accepts the same from the date of this Third Lease Amendment in its current “AS/IS” condition, without representation or warranty of any kind or nature arising from this Third Lease Amendment, subject, however, to the terms of this Third Lease Amendment including, without limitation, Lessor’s obligations to implement and maintain the HVAC Standard as well as Lessor’s ongoing repair and maintenance obligations under the Existing Lease and hereunder.

Name(s) of individual(s):

Reorganization in Which the Company Is the Surviving Corporation. Subject to Section 12(c), if the Company shall be the surviving corporation in any reorganization, merger, or consolidation of the Company with one or more other corporations, all outstanding Options under the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Stock subject to such Options would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Purchase Price per share so that the aggregate Purchase Price thereafter shall be the same as the aggregate Purchase Price of the shares subject to such Options immediately prior to such reorganization, merger, or consolidation.

If any term or provision of this Sublease, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Sublease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Sublease shall be valid and be enforced to the fullest extent permitted by law. Time is of the essence of each provision of this Sublease.

Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall reimburse Landlord thirty (30) days following demand for all taxes or assessments required to be paid by Landlord (except to the extent included in Tax Expenses by Landlord), excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when:

Severance Period. “Severance Period” means the period in which the Plan’s cash severance benefit is payable. For a Tier I Participant the Severance Period is 24 months if the cash severance benefit is payable under [Section 5.02(a)(i)] and is 24 months if the cash severance benefit is payable under [Section 5.02(a)(ii)]. For a Tier II Participant the Severance Period is 18 months if the cash severance benefit is payable under [Section 5.02(b)(i)] and is 24 months if the cash severance benefit is payable under [Section 5.02(b)(ii)]. For a Tier III Participant the Severance Period is 12 months if the cash severance benefit is payable under [Section 5.02(c)(i)] and is 12 months if the cash severance benefit is payable under [Section 5.02(c)(ii)].

the Obligor of which # is not a Sanctioned Person, # is not an Affiliate of any Ortho Party, # is domiciled in the United States of America or an Approved Foreign Jurisdiction, # is not domiciled in Quebec, Canada, # is not a Governmental Authority, # is not a natural person and # is not a supplier to any Originator or an Affiliate of any Originator;

that is, or is to be incorporated into, an Item that is a Capital Good, unless the transaction is in accordance with Section 2.14.