Awards to Foreign Service Providers. The Committee may grant Awards to Service Providers who are foreign nationals, who are located outside of the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company or a Subsidiary to be subject to) legal or regulatory requirements of countries outside of the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to comply with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of the Plan. The Committee may also modify the terms and conditions of such an Award to comply with applicable foreign laws or listing requirements, subject to compliance with the other provisions of the Plan. In connection therewith, the Committee may establish such subplans and modify exercise procedures and other Plan rules and procedures to the extent such actions are deemed necessary or desirable, and may take any other action

taking such actions as are described in Section 3(c) with respect to Awards to foreign Service Providers.

Third Party Service Providers. ​ and the ​ understand that some of the Transition Services may be provided to the ​ by third party service providers and licensors (collectively, “Third Party Service Providers”) under contracts between such Third Party Service Providers, on the one hand, and Seller, on the other hand, or consist of Third Party Services Providers permitting Seller to continue to use software licensed from such Third Party Service Providers that Seller used prior to the Effective Date; provided, however, that Seller shall obtain the prior written consent of ​ to hire any Third Party Service Providers (but excluding software from Third Party Service Providers in use by Seller on the Effective Date). The Parties shall each cooperate in good faith to obtain on favorable terms any consents, licenses or approvals of Third Party Service Providers that are necessary for Seller to provide the Transition Services, or for the ​ to receive such services. In the event any fees or other costs are required by a Third Party Service Provider to be paid in connection with such consents, licenses or approvals, ​ shall either # pay, or cause the ​ after the Closing to pay, the fee or # terminate the affected service in lieu of paying the fee.

to select the Service Providers to whom Awards may be granted hereunder;

Stock Plan Administration Service Providers. Participant understands that the Company may transfer Participant’s Personal Data, or parts thereof, to an independent service provider based in the United States to assist the Company with the implementation, administration and management of the Plan. Participant understands and acknowledges that the Company’s service provider will open an account for Participant to receive and trade Shares acquired under the Plan and that Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of Participant’s ability to participate in the Plan.

modify the terms and conditions of any Award granted to Employees, Non-employee Directors or Third Party Service Providers outside the United States to comply with applicable foreign laws;

Fees for Transition Services rendered by Third Party Service Providers shall be equivalent to the amount Seller pays such Third Party Service Providers for rendering such services.

Bank Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such Bank Product Providers in respect of the Collateral and the Liens granted therein and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent (in respect of the Collateral and the Liens granted therein) and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the relevant Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrower may obtain Bank Products from any Bank Product Provider, although Borrower is not required to do so. Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as ​, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantor.

Bank Product Providers. Each Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be bound by the Loan Documents, including [Section 2.4]. Each Bank Product Provider shall indemnify and hold harmless each Indemnified Person, to the extent not reimbursed by Borrowers or Guarantor, against all claims that may be incurred by or asserted against any Indemnified Person in connection with such provider’s Bank Product Obligations.

Bank Product Providers. Each Secured Party that provides Cash Management Products and Services, [[Organization C:Organization]]-Provided Interest Rate Hedges or [[Organization C:Organization]]-Provided Foreign Currency Hedges (each a "Bank Product Provider") in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the Other Documents for purposes of any reference in this Agreement or any Other Document to the parties for whom [[Organization B:Organization]] is acting. [[Organization B:Organization]] hereby agrees to act as [[Organization B:Organization]] for such Bank Product Provider and, by virtue of entering into an agreement or arrangement to provide Cash Management Products and Services, [[Organization C:Organization]]-Provided Foreign Currency Hedges, or [[Organization C:Organization]]-Provided Interest Rate Hedges, the applicable Bank Product Provider shall be automatically deemed to have appointed [[Organization B:Organization]] as its [[Organization B:Organization]] and to have accepted the benefits of this Agreement and the Other Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under this Agreement and the Other Documents consist exclusively of such Bank Product Provider's being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to [[Organization B:Organization]] and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into an agreement or arrangement to provide Cash Management Products and Services, [[Organization C:Organization]]-Provided Foreign Currency Hedges, or [[Organization C:Organization]]-Provided Interest Rate Hedges, shall be automatically deemed to have agreed that [[Organization B:Organization]] shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Cash Management Liabilities and Interest Rate Hedge Liabilities and that if reserves are established there is no obligation on the part of [[Organization B:Organization]] to determine or insure whether the amount of any such reserve is appropriate or not. Notwithstanding anything to the contrary in this Agreement or any Other Document, no provider