Payment Terms. Client shall pay fees and expenses per the terms set forth on [Schedule 2] attached hereto. Payment in full of fees and expenses shall be made to Consultant within thirty (30) days after an invoice is rendered. In the event Client does not pay such fees and expenses as specified, Consultant may suspend Services until payment is made. All payments made by Client shall be without deduction or offset.

Other Terms. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. Unless the Committee shall impose such other terms, the following conditions shall apply:

Defined Terms. Terms which are capitalized are defined herein or in the Plan and have the same meaning set forth in the Plan, unless the context indicates otherwise.

Defined Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA and the term “Lender” includes any L/C Issuer.

Defined Terms. Terms used in this Agreement have the meanings assigned to them in [Schedule 1.1] of the Disclosure Schedules.

Defined Terms. All capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement.

As used in this Agreement, the following terms shall have the meanings set forth below:

Terms; Captions. The words “​” and “​” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections.

Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement as amended hereby.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, # all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and # the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is # unqualified, and # does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the audit.