Conditions. Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until it has been executed and delivered by all parties to the Credit Agreement as amended hereby.

Employment Conditions. During the Protected Period, # the Executive’s position (including status, offices, titles, and reporting requirements), authority, duties, and responsibilities will be at least commensurate in all material respects with the most significant of those held, exercised, and assigned at any time during the 120-day period immediately preceding the Change in Control and # the Executive’s service will be performed during normal business hours at the Company’s office where the Executive was principally employed immediately prior to the Change in Control or any relocation of such office within a radius of 50 miles.

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:

Conditions Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement, properly executed by the Borrower, the Co- Borrower and each Lender.

Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent:

Subject to the terms and conditions herein contained, the Loan shall become the Commitment and available to the Borrower ONLY:

Vesting Conditions. The number of PBRSUs earned and vested with respect to the Performance Period (as defined in Exhibit A) shall be determined based on the extent to which the performance criteria set forth in Exhibit A hereto (the “Performance Criteria”) are attained. Except as otherwise provided in Section A.2(b) and Section A.2(c) below, if # the Committee certifies in writing the extent to which the applicable Performance Criteria in the Performance Period are attained, # you remain continuously employed by the Company or an Affiliate through the date on which the Committee certifies such performance (the “Certification Date”), and # you comply with the provisions regarding “Prohibited Conduct” set forth on [Annex A] to this Agreement, you will become vested in the number of PBRSUs earned pursuant to Exhibit A as of the Certification Date.

Conditions Precedent. The effectiveness of this Second Amendment is subject to each of the following conditions precedent being met and the date on which that has occurred shall be the Second Amendment Effective Date:

This Agreement, by which the Parties shall be bound, is entirely conditional upon: