Arrangement. No Ortho Party has established any lock-box, lock-box account or other deposit account for the receipt of Collections other than the Lock-Boxes and the Collection Accounts. Each Lock-Box is linked to a Collection Account.

“Foreign Plan Event” shall mean, with respect to any Foreign Benefit Arrangement or Foreign Plan, # the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan; # the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Benefit Arrangement or Foreign Plan required to be registered; or # the failure of any Foreign Benefit Arrangement or Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Benefit Arrangement or Foreign Plan.

Consulting Arrangement. Executive shall, during the Consultation Period (as defined in the Consulting Agreement) and pursuant to the terms set forth in the Consulting Agreement, provide services to the Company as a consultant. During the Consultation Period, and contingent on Executive’s continued provision of services to the Company, # Executive will receive Consulting Fees as set forth in the Consulting Agreement, and # the outstanding equity awards previously granted to Executive by the Company (collectively, the “Equity Awards”) will continue to vest and be exercisable in accordance with the applicable equity plans and agreements. Following the end of the Consultation Period, Executive may exercise any stock options that have vested and become exercisable as of the last day of the Consultation Period, in accordance with and subject to the applicable option agreements and plan documents (provided that no option shall be exercisable later than the end of the original expiration date of such option).

An eligible Director shall be an unsecured creditor of Bank for purposes of the payment of benefits under the Plan. Benefits hereunder represent the mere promise by Bank to pay such benefits. Rights to Plan benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance policy on a Director’s life obtained by Bank shall be owned by Bank and shall confer no preferred or secured claim status to such policy or policy benefits on any Director or beneficiary.

Unfunded Arrangement. Executive is a general unsecured creditor of the Bank for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on Executive's life or other informal funding asset is a general asset of the Bank to which Executive has no preferred or secured claim.

Deferral Arrangement. The Committee may permit or require the deferral of payment of any Award, subject to such rules and procedures as it may establish and in accordance with Code [Section 409A]. Unless otherwise provided in an Award Agreement, any such deferral will not include provisions for the payment or crediting of interest or dividend equivalents.

Unfunded Arrangement. The Plan shall not be funded, and except for reserving a sufficient number of authorized shares to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any grant under the Plan.

“Foreign Benefit Arrangement” shall mean any employee benefit arrangement mandated by non-U.S. law that is maintained or contributed to by any Loan Party or any ERISA Affiliate.

“Foreign Benefit Arrangement Event” means # the failure of a Loan Party or any of its Restricted Subsidiaries (other than any Canadian Loan Party or its Restricted Subsidiaries) to make its required material contributions in respect of any Foreign Benefit Arrangement when such contributions are payable; # the failure of a Loan Party or any of its Restricted Subsidiaries (other than any Canadian Loan Party or its Restricted Subsidiaries) to administer any Foreign Benefit Arrangement in any material respect in accordance with its terms and all applicable laws, statutes, rules, regulations and orders (to the extent that any Loan Party or Restricted Subsidiary (other than any Canadian Loan Party or its Restricted Subsidiaries) is required by law to administer); # the occurrence of an act or omission in respect of any Foreign Benefit Arrangement which could give rise to the imposition on a Loan Party or any of its Restricted Subsidiaries (other than any Canadian Loan Party or its Restricted Subsidiaries) of material fines, penalties or related charges under applicable laws, statutes, rules, regulations and orders; # the assertion of a material claim (other than a routine claim for benefits) against a Loan Party or any of its Restricted Subsidiaries (other than any Canadian Loan Party or its Restricted Subsidiaries) in respect of a Foreign Benefit Arrangement; # the imposition of a Lien affecting the assets of a Loan Party or any of its Restricted Subsidiaries (other than any Canadian Loan Party or its Restricted Subsidiaries) in respect of any Foreign Benefit Arrangement; # the whole or partial withdrawal of a Loan Party or a Restricted Subsidiary (other than any Canadian Loan Party or its Restricted Subsidiaries) from a Foreign Benefit Arrangement; or # any event or condition which might constitute grounds for, or otherwise causes, the termination, in whole or in part, of any Foreign Benefit Arrangement or the appointment of a trustee by a Governmental Authority to administer any Foreign Benefit Arrangement.

In addition to and without limiting the generality of [clause (a) above], each Loan Party will, and will cause each Restricted Subsidiary to # except as would not reasonably be expected to have a Material Adverse Effect, comply with all applicable laws, statutes, rules, regulations and orders (whether discretionary or otherwise) and published interpretations thereunder with respect to all Foreign Benefit Arrangements, # except as would not reasonably be expected to have a Material Adverse Effect, not take any action or fail to take action in respect of a Foreign Benefit Arrangement the result of which would result in a liability to a Governmental Authority; and # furnish to the Administrative Agent promptly following Administrative Agent’s request such additional information about any Foreign Benefit Arrangement concerning compliance with this covenant, and in respect of any Foreign Benefit Arrangement which is funded, information and applicable valuation reports about the funding of that Foreign Benefit Arrangement, as may be reasonably requested by the Administrative Agent.