Consultant. A person or entity rendering services to the Company or an Affiliate who is not an “employee” for purposes of employment tax withholding under the Code.

Consultant. Company will retain a “Consultant” to advise Company with respect to the applicability of any [Section 4999] excise tax with respect to Executive’s Total Payments. The Consultant shall be a law firm, a certified public accounting firm, and/or a firm nationally recognized as providing executive compensation consulting services. All determinations concerning Executive’s Capped Benefit and Executive’s Uncapped Benefit (as well as any assumptions to be used in making such determinations) shall be made by the Consultant selected pursuant to this Section 9(d)(iv). The Consultant shall provide Executive and Company with a written explanation of its conclusions. All fees and expenses of the Consultant shall be borne by Company. The Consultant’s determination shall be binding on Executive and Company.

Consultant. Company will retain a “Consultant” to advise Company with respect to the applicability of any [Section 4999] excise tax with respect to Executive’s Total Payments. The Consultant shall be a law firm, a certified public accounting firm, and/or a firm nationally recognized as providing executive compensation consulting services. All determinations concerning Executive’s Capped Benefit and Executive’s Uncapped Benefit (as well as any assumptions to be used in making such determinations) shall be made by the Consultant selected pursuant to this Section 9(d)(iv). The Consultant shall provide Executive and Company with a written explanation of its conclusions. All fees and expenses of the Consultant shall be borne by Company. The Consultant’s determination shall be binding on Executive and Company.

Consultant. A person or entity rendering consulting or advisory services to the Company or an Affiliate who is not an “employee” for purposes of employment tax withholding under the Code or a director of the Company or an Affiliate.

Consultant. Counsel to the Administrative Agent has retained Berkeley Research Group, LLC (“BRG”) as its financial advisor (BRG, or any other similar financial consultant, the “Financial Advisor”). The Borrowers hereby acknowledge such engagement and agree that they are obligated to reimburse the Administrative Agent for the reasonable and documented out-of-pocket fees, costs and expenses of the Financial Advisor.

Consultant. A person or entity rendering services to the Company or an Affiliate who is not an “employee” for purposes of employment tax withholding under the Code.

Consultant. Company will retain a “Consultant” to advise Company with respect to the applicability of any [Section 4999] excise tax with respect to Executive’s Total Payments. The Consultant shall be a law firm, a certified public accounting firm, and/or a firm nationally recognized as providing executive compensation consulting services. All determinations concerning Executive’s Capped Benefit and Executive’s Uncapped Benefit (as well as any assumptions to be used in making such determinations) shall be made by the Consultant selected pursuant to this Section 9(d)(iv). The Consultant shall provide Executive and Company with a written explanation of its conclusions. All fees and expenses of the Consultant shall be borne by Company. The Consultant’s determination shall be binding on Executive and Company.

Consultant. Company will retain a “Consultant” to advise Company with respect to the applicability of any [Section 4999] excise tax with respect to Executive’s Total Payments. The Consultant shall be a law firm, a certified public accounting firm, and/or a firm nationally recognized as providing executive compensation consulting services. All determinations concerning Executive’s Capped Benefit and Executive’s Uncapped Benefit (as well as any assumptions to be used in making such determinations) shall be made by the Consultant selected pursuant to this Section 9(d)(iv). The Consultant shall provide Executive and Company with a written explanation of its conclusions. All fees and expenses of the Consultant shall be borne by Company. The Consultant’s determination shall be binding on Executive and Company.

Restructuring Consultant. [Article VI] of the Credit Agreement is hereby amended to add the following:

Consultant Acknowledgement. This Agreement sets forth the terms and conditions whereby MONCADA and MONCADA’s employees, consultants, sub-contractors and agents shall provide and perform Consulting Services. Any of MONCADA’s employees, consultants, sub-contractors or agents selected by MONCADA to provide Consulting Services hereunder shall agree to be bound by the provisions of this Agreement, as evidenced by affixing their signature to an Acknowledgment in substantially the same format as [Exhibit A] attached hereto.