Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. Delivery of certified copies of all consents, approvals, authorizations, registrations, or filings required to be made or obtained by all Credit Parties in connection with this Agreement and the proceeds of any initial Borrowings hereunder, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority regarding this or any transaction being financed with the proceeds hereof shall be ongoing.

Employment Required. Except as otherwise provided in this Section 2, if the Employee ceases to be an employee of the Company prior to the Maturity Date, the PSUs granted to the Employee hereunder shall not vest and instead shall be forfeited. In such event, vesting shall not be pro-rated between the Grant Date and the Maturity Date.

Terms. All capitalized terms when used herein shall have the same respective meanings as are given such terms in the Lease unless expressly provided otherwise in this Amendment.

Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # the

Terms. Nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm, trust, entity, or corporation may in the context require.

Terms. The Purchase Price will be paid by Buyer as follows:

Terms. For purposes of this Section 11, the terms “employee”, “consultant”, “agent”, and “independent contractor” shall include any Persons with such status at any time during the three (3) months preceding any solicitation in question.

Terms. The Committee may establish an Individual Award Opportunity for any Participant or group of Participants other than the Chief Executive Officer. The independent directors of the Board shall establish the Individual Award Opportunity for the Chief Executive Officer and, where applicable to the Chief Executive Officer, all references in this Section 5 to the “Committee” shall be deemed to refer to the independent directors of the Board.