Common use of Concerning the Agent Clause in Contracts

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions provisions of the Agent hereunder are subject to the provisions Article 9 of the Credit Agreement, shall inure to the benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion. (b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the right hereunder to make demands, to give notices, to exercise performance or refrain from exercising observance of any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with terms of this Agreement and by the Credit AgreementPledgor. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither Neither the Agent nor any of the Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action Lender with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities the Collateral, whether the issuers of the Pledged Securities or not their businesses or financial condition or the Agent execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateralmatter whatsoever. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (ia) The Agent has been appointed as administrative agent and collateral agent pursuant Company agrees to pay to the Credit AgreementAgent compensation in the amount of $_____________ for all services rendered by it hereunder and, from time to time, on demand of the Agent, its reasonable out-of-pocket expenses and disbursements for mailing, postage and delivery. The actions Company also agrees to indemnify the Agent for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the part of the Agent hereunder are subject for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that the Agent shall have provided the Company with notice of any such claim promptly after such claim became known to the provisions of Agent, and provided further that the Credit Agreement. The Agent Company shall have the right hereunder to make demands, to give notices, to exercise or refrain assume the defense of any such claim upon receipt of written notice thereof from exercising the Agent. If the Company assumes the defense of any rights, and to take or refrain from taking action (including, without limitationsuch claim, the release or substitution Agent shall be entitled to participate in (but not control) the defense of the Collateral), in accordance with this Agreement and the Credit Agreementany such claim at its own expense. The Company shall not indemnify the Agent may employ agents and attorneys-in-fact in connection herewith and with respect to any claim or action settled without its consent, which consent shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agentunreasonably withheld. (iib) The Agent shall be deemed to have exercised reasonable care protected and shall incur no liability for or in the custody and preservation respect of the Collateral any action taken, suffered or omitted by it in connection with its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, administration of this Agreement in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely reliance upon any written noticeSubscription Certificate, statementinstrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice direction, consent, certificate, order statement or other paper or document or any telephone message reasonably believed by it to be genuine and correct and to have been be signed, sent executed and, where necessary, verified or made acknowledged by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by itperson or persons. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. By accepting the benefits of this Security Agreement and the other Collateral Documents, each 2037 ASC Debentures Holder hereby appoints Credit Suisse AG, Cayman Islands Branch, to serve as collateral agent for the 2037 ASC Debentures Holders under each of the Collateral Documents and any related intercreditor agreement, on the terms set forth herein and in the other Collateral Documents. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Secured Parties (and to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Secured Party (and to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateralcollateral (other than the Credit Agreement), Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall Agent: A. Shall have the right hereunder to make demandsno duties or obligations other than those set forth herein, to give notices, to exercise or refrain from exercising any rightsincluding those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneysperform those services described under “Non-in-fact in connection herewith Included Services” on Exhibit A; B. May rely on and shall not be liable for the negligence or misconduct authorized and held harmless in respect of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agentaction taken, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken suffered or omitted to be taken by it under Agent in connection with its administration of this Agreement while and the exercise and performance of its duties hereunder in reliance upon any certificate, instrument, opinion, notice, letter, affidavit, power of attorney, endorsement, consent, direction, telegram, telex, facsimile transmission, email, electronic transmission or other paper or document or security delivered to you and believed by you to be genuine and to have been signed or transmitted, executed and, where necessary, verified or acknowledged by the proper party or parties; C. may rely on and shall be authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; ▇. ▇▇▇ rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Agent; ▇. ▇▇▇ consult with counsel reasonably satisfactory to it was (including counsel for the Agent.Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (ii) The ▇. ▇▇▇▇▇ make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; G. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; H. shall not be required to perform any action if such action would cause Agent to violate any applicable law, regulation or court order; I. shall not be deemed to have exercised reasonable care any knowledge of any event which it was supposed to receive notice thereof hereunder, and Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; J. shall not have any liability for or be under any responsibility in respect of any breach by the custody and preservation Company of the Collateral any covenant or condition contained in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, this Agreement; ▇. ▇▇▇▇▇ not be liable or responsible for any recital or statement contained in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent Offering Document or any other Credit Party has documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and L. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is deemed to have knowledge understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of such mattersthe Rights Offering, or (ii) taking and will not provide any necessary steps to preserve rights against any Person with respect comments related to any Collateral. (iii) The Agent shall be entitled legal proceedings related to rely upon the Company. This Agreement does not contemplate any written notice, statement, certificate, order or other document or any telephone message believed by it service to be genuine and correct and provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to have been signed, sent or made be provided by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trustsuch circumstances and remuneration to the Agent therefor, mortgage, security agreement, pledge or instrument of any type, will be established in the event of any conflict a mutual agreement between the provisions hereof Agent and the provisions Company, which will become a part of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controlthis Agreement.

Concerning the Agent. (i) The Except for its willful misconduct, gross negligence or bad faith, the Agent may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been appointed as administrative agent and collateral agent pursuant to signed by the Credit Agreementproper party or parties. The actions of In no event shall the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence special, indirect or misconduct consequential loss or damage of any such agents or attorneys-in-fact except kind whatsoever (including but not limited to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agentlost profits). (ii) The Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be deemed to have exercised reasonable care full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments advice or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge opinion of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateralcounsel. (iii) The Agent shall not be entitled to rely upon liable for any written noticeerror of judgment, statement, certificate, order or other document for any act done or any telephone message believed by it to be genuine and correct and to have been signed, sent step taken or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, gross negligence or bad faith. (iv) If The Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Loans or the Obligor Loan Documents, and will not be required to and will not make any item of Collateral also constitutes collateral granted representations as to Agent under any other deed of trust, mortgage, security agreement, pledge the validity or instrument value of any type, of the Loans. The Agent shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Agent shall have no duties or responsibilities under this Agreement except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Agent. (vi) The Agent shall not be required to expend or risk its own funds in the event performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Agent is not guaranteeing performance of or assuming any conflict between liability for the provisions hereof and obligations of the provisions of such other deed of trust, mortgage, security agreement, pledge parties hereto or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controlparties to the Transferred Loans.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The 9.1 Agent shall have administer the right hereunder securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to make demands, time promulgated and issued under the authority of those laws. Nothing in this Agreement shall be construed to give notices, to exercise or refrain from exercising any rights, and require Agent to take any action which in Agent's reasonable belief could cause Agent or refrain from taking action (including, without limitation, a Lending Fund to violate any applicable law. In the release or substitution event of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct change in the selection of such sub-agents securities lending program required in order to comply with a change in applicable laws, rules, regulations or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agentexemptions, that successor Agent shall thereupon succeed to notify the Company and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent such change shall be deemed to have exercised reasonable care be a part of this Agreement. 9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent's control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the custody exercise of reasonable care, political disturbances, acts of terrorism and preservation breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or advances to a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Collateral in its possession Treasury Rate until paid if such Collateral is accorded treatment substantially equivalent permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to that which a Lending Fund for the Agent, in its individual capacity, accords its own property consisting payment of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders Rebate Fees or other matters relating amounts due to any Securities Collaterala Borrower, whether or not for the Agent payment of Substitute Payments, Net Revenues or any other Credit Party has or amounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is deemed not received. Any interest received by the Agent under this paragraph shall be in addition to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any CollateralAgent's other compensation under this Agreement. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and 9.4 In performing its duties hereunder, upon advice Agent shall be held to the standard of counsel selected care exercised by it. (iv) If any item of Collateral also constitutes collateral granted to banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent under any other deed of trustbe liable for special, mortgage, security agreement, pledge indirect or instrument consequential damages of any typekind, in even though Agent may have been previously informed of the event of any conflict between the provisions hereof and the provisions of possibility that such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controldamages may occur.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that selected by the Agent acted in good faith. Each Credit Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Credit Party that all rights and remedies hereunder may be exercised solely by the Agent for the benefit of the Credit Parties in accordance with gross negligence or willful misconduct in the selection terms of such sub-agents or attorneys-in-factthis Agreement. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall Agent: A. Shall have the right hereunder to make demandsno duties or obligations other than those set forth herein, to give notices, to exercise or refrain from exercising any rightsincluding those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to take or refrain from taking action (includingperform those services described under “Non-Included Services” on Exhibit A; B. May rely on, without limitationand shall be held harmless by, the release or substitution of the Collateral), Company in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely acting upon any written noticecertificate, statement, certificateinstrument, order opinion, notice, letter, facsimile transmission, telegram electronic mail or other document document, or any telephone message security delivered to it, and reasonably believed by it to be genuine and correct and to have been signed, sent made or made signed by the proper Person, and, party or parties; C. May rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to all matters pertaining any matter relating to this Agreement its acting as Agent; D. May consult with counsel reasonably satisfactory to it (including counsel for the Company) and its duties hereunder, upon shall be held harmless by the Company in relying on the advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions opinion of such other deed of trust, mortgage, security agreement, pledge or instrument of any type counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such collateraladvice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by Agent is duly, Agentcompletely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; F. Shall not be obligated to take any action hereunder which might, in its sole discretionreasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, shall select unless such statement was provided or confirmed in writing by the Agent; and H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to Agent therefor, will be established in a mutual agreement between Agent and the Company, which provision or provisions shall controlwill become a part of this Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and as collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable any liability of Agent hereunder for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct shall be limited as set forth in the selection of such sub-agents or attorneys-in-factCredit Agreement. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, obligations and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any such retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to the Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, the provisions contained in its sole discretion, shall select which provision or provisions this Security Agreement shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-inattorneys -in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys-inattorneys -in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. (a) The Agent (i) The Agent has been appointed as administrative agent and collateral agent shall not be obligated to take any legal or other action hereunder (other than pursuant to its obligation to perform the Credit Agreement. The actions of the Agent hereunder are subject ordinary administrative services expressly provided herein) which might in its judgment involve or cause it to the provisions of the Credit Agreement. The Agent incur any expense or liability unless it shall have the right hereunder to make demandsbeen furnished with acceptable indemnification, to give notices(ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, to exercise or refrain from exercising any rights, and to take or refrain from taking action instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the release proper person, and shall have no responsibility or substitution duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the Collateral)authority of the person signing or presenting the same, and (iii) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with this Agreement and the Credit Agreement. opinion or advice of such counsel. (b) The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable to anyone for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions action taken or omitted to be taken by it under this Agreement while it was hereunder except in the case of the Agent's gross negligence or willful misconduct in breach of the terms of this Agreement. In no event shall the Agent be liable for indirect, punitive, special or consequential damage or loss whatsoever, even if the Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. (iic) The In the event that the Provider fails to deposit or cause to be deposited the aggregate Certificate Purchase Price for the Purchasable Certificates with the Agent pursuant to Section 6, or otherwise fails to perform any of its obligations hereunder, the Agent shall be deemed have no obligation to have exercised reasonable care in the custody and preservation pursue any legal remedies with respect thereto on behalf of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any holders of the other Credit Parties Purchasable Certificates; the pursuit of any such legal remedies shall have be the sole responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not of the Agent or any other Credit Party has or is deemed to have knowledge holders of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateralthe Purchasable Certificates. (iiid) The In the event that any holder of a Purchasable Certificate fails, pursuant to Section 4, to instruct the applicable Clearing Agency to transfer the beneficial ownership interest in such Certificate or to surrender such Certificate to the Certificate Registrar, as applicable, the Agent shall be entitled have no obligation to rely upon pursue any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, legal remedies with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice thereto on behalf of counsel selected by itthe Provider; the pursuit of any such legal remedies shall be the sole responsibility of the Provider. (ive) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, The Trustee (in its sole discretion, capacity as Trustee) shall select which provision not have any obligation whatsoever to pay the Certificate Purchase Price to the holders of the Purchasable Certificates or provisions shall controlto cause the transfer of the Purchasable Certificates to the Provider.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-in- fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-inattorneys -in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys-inattorneys -in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.. KE 70621582.17 (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. (i) The Agent has been appointed as administrative agent Agent: A. Shall have no duties or obligations other than those set forth herein, including those described under “Included Services” on Exhibit A, and collateral agent pursuant to the Credit Agreement. The actions of no duties or obligations shall be inferred or implied, nor shall the Agent hereunder are subject be obligated nor expected to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rightsperform those services described under “Non-Included Services” on Exhibit A; B. May rely on, and to take or refrain from taking action (including, without limitationshall be held harmless by, the release or substitution of the Collateral), Company in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely acting upon any written noticecertificate, statement, certificateinstrument, order opinion, notice, letter, facsimile transmission, telegram electronic mail or other document document, or any telephone message security delivered to it, and reasonably believed by it to be genuine and correct and to have been signed, sent made or made signed by the proper Person, and, party or parties; C. May rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to all matters pertaining any matter relating to this Agreement its acting as the Agent; D. May consult with counsel reasonably satisfactory to it (including counsel for the Company) and its duties hereunder, upon shall be held harmless by the Company in relying on the advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions opinion of such other deed of trust, mortgage, security agreement, pledge or instrument of any type counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such collateraladvice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by the Agent is duly, Agentcompletely and correctly executed in order to qualify for the Rights Offering and the Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in accordance with its determination; F. Shall not be obligated to take any action hereunder which might, in its sole discretionreasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, shall select unless such statement was provided or confirmed in writing by the Agent; and H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide the Agent with a final list of talking points for dealing with anticipated questions from stockholders and transferees of Subscription Rights. It is understood and agreed that the Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by the Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by the Agent under such circumstances and remuneration to the Agent therefor, will be established in a mutual agreement between the Agent and the Company, which provision or provisions shall controlwill become a part of this Agreement.

Concerning the Agent. 19.1 Pledgor and Secured Party jointly and severally hereby unconditionally agree to indemnify the Agent (iand its partners, employees and agents) The Agent has been appointed and hold it harmless from and against any and all expenses (including reasonable attorneys’ fees and disbursements), damages, actions, suits or other charges incurred by or assessed against it in the performance of its duties hereunder, except as administrative agent and collateral agent pursuant to the Credit a result of its gross negligent or willful breach of its duties under this Pledge Agreement. The actions agreement contained in this paragraph shall survive any termination of this Pledge Agreement or the duties of the Agent hereunder are subject to the provisions of the Credit Agreement. hereunder. 19.2 The Agent shall have the right hereunder to make demands, to give notices, to exercise no duties or refrain from exercising any rightsresponsibilities except those expressly set forth herein, and to take no implied duties or refrain from taking action (including, without limitation, obligations should be read into this Pledge Agreement against the release or substitution of the Collateral), in accordance with this Agreement and the Credit AgreementAgent. The Agent may employ agents and attorneys-in-fact in connection herewith consult with counsel (who may be members or associates of Agent) and shall not be liable fully protected with respect to any action taken or omitted by it in good faith on advice of counsel and it shall have no liability hereunder, except for its gross negligent or willful breach of its duties hereunder. In the negligence event that the Agent shall be uncertain as to its duties or misconduct of any such agents rights hereunder, or attorneys-in-fact except shall receive instructions from Pledgor or Secured Party, or both, with respect to the extent that Pledged Securities, which, in its opinion, are in conflict with any of the provisions hereof or with each other, it shall be entitled to refrain from taking any action, and in doing so shall not become liable in any way or to any person for its failure or refusal to comply with such conflicting demands, and it shall be entitled to continue so to refrain from acting and so refuse to act until it shall be directed otherwise, in writing, by Pledgor and Secured Party or by a final order of a court of competent jurisdiction determines which is not subject to appeal or stay, or it may commence an interpleader action in any court of competent jurisdiction to seek an adjudication of the rights of Pledgor and Secured Party. 19.3 The Agent may act in reliance upon any notice, instruction, certificate, statement, request, consent, confirmation, agreement or other instrument which it believes to be genuine and to have been signed by a final and non-appealable judgment that the Agent acted with gross negligence proper person or willful misconduct in the selection of such sub-agents or attorneys-in-factpersons. The Agent may resign and a successor Agent may be appointed in makes no representation as to the manner provided in validity, value, genuineness or the Credit Agreement. Upon the acceptance collectability of any appointment as the Agent security or other document or instrument held by a successor Agent, that successor or delivered to it. 19.4 The Agent shall thereupon succeed to not be bound by any modification hereof, unless such modification is in writing and become vested with all the rightssigned by Pledgor, powers, privileges Secured Party and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in 19.5 In the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to event that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility forshall, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any by written notice, statementrequest that Pledgor and Secured Party issue instructions jointly executed by them regarding any matter arising in connection with this Pledge Agreement, certificateand if such parties shall not, order within fifteen (15) days after receiving such notice, deliver to the Agent written instructions reasonably satisfactory to the Agent in relation to such matter, the Agent may retain counsel to advise it in such connection or act pro se , and the reasonable fees and disbursements of such counsel and any other document liability, loss or expense which it may thereafter suffer or incur in connection with this Pledge Agreement or the performance or attempted performance in good faith of its duties hereunder shall be paid (or reimbursed to it) by Pledgor and Secured Party jointly. 19.6 In the event that the Agent shall become a party to any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, litigation in connection with respect to all matters pertaining its functions as Agent pursuant to this Agreement Pledge Agreement, whether such litigation shall be brought by or against it, the reasonable fees and its duties hereunder, upon advice disbursements of counsel selected of the Agent and the amounts attributable to services rendered by it. (iv) If any item members or associates of Collateral also constitutes collateral granted to the Agent under at the then prevailing hourly rate charged by them and disbursements incurred by them, together with any other deed of trustliability, mortgage, security agreement, pledge loss or instrument of any type, expense which it may suffer or incur in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretionconnection therewith, shall select which provision be paid (or provisions shall controlreimbursed to it) by Pledgor and Secured Party jointly.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement1. The Agent shall have the right hereunder not be liable and shall be fully protected in acting upon any oral instruction, writing or document reasonably believed by it to make demands, to give notices, to exercise or refrain from exercising any rights, be genuine and to take have been given, signed or refrain made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from taking action (including, without limitation, the release or substitution an Officer of the Collateral)Customer. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the duly authorized Officer or Officers of the Customer and the proper countersignature of the Agent. 2. The Agent may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates as it may deem advisable and consistent with such rules and regulations generally adopted by Agent transfer agents. 3. The Agent may keep such records as it deems advisable but not inconsistent with resolutions adopted by the Board of Directors of the Customer. The Agent may deliver to the Customer from time to time at its discretion, for safekeeping or disposition by the Customer in accordance with this Agreement law, such records, papers, Share certificates which have been cancelled in transfer or exchange and other documents accumulated in the execution of its duties hereunder as the Agent may deem expedient, other than those which the Agent is itself required to maintain pursuant to applicable laws and regulations, and the Credit Customer shall assume all responsibility for any failure thereafter to produce any record, paper, cancelled Share certificate or other document so returned, if and when required. The records maintained by the Agent pursuant to this paragraph which have not been previously delivered to the Customer pursuant to the foregoing provisions of this paragraph shall be considered to be the property of the Customer, shall be made available upon request for inspection by the Officers, employees and auditors of the Customer, and shall be delivered to the Customer upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Agent on such date of termination or such earlier date as may be requested by the Customer. 4. The Agent may employ agents and or attorneys-in-fact at the expense of the Customer, so long as the Agent acts in good faith and without negligence or willful misconduct in connection herewith and shall not be liable for with the negligence or misconduct selection of any such agents or attorneys-in-fact except and shall be liable for any loss or expense arising out of, or in connection with, the actions or omissions to the extent that a court act of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-its agents or attorneys-in-fact,. 5. The Agent may resign shall only be liable for any loss or damage arising out of its own negligence or willful misconduct; provided, however, that the Agent shall not be liable for any indirect, special, punitive or consequential damages. 6. The Customer shall indemnify and a successor hold harmless the Agent from and against any and all claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney’s fees, which the Agent may sustain or incur or which may be appointed asserted against the Agent except for any liability which the Agent has assumed pursuant to the immediately preceding section. Nothing contained herein shall limit or in any way impair the right of the Agent to indemnification under any other provision of this Agreement. 7. Specifically, but not by way of limitation, the Customer shall indemnify and hold harmless the Agent from and against any and all claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney’s fees, of any and every nature which the Agent may sustain or incur or which may be asserted against the Agent in connection with the genuineness of a Share certificate, the Agent’s due authorization by the Customer to issue Shares and the form and amount of authorized Shares. 8. The Agent shall not incur any liability hereunder if by reason of any act of God or war or other circumstances beyond its control, it, or its employees, officers or directors shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Agreement it is provided shall be done or performed or by reason of any nonperformance or delay, caused as aforesaid, in the manner provided in the Credit Agreement. Upon the acceptance performance of any appointment as act or thing which by the terms of this Agreement it is provided shall or may be done or performed. 9. In connection with the provision of services under this Agreement, the Customer may direct the Agent by a successor Agentto release information, that successor including non - public personal information (“NPPI”), as defined in Title V of the Gramm ▇▇▇▇▇ ▇▇▇▇▇▇ Act and the regulations issued thereunder, including but not limited to Regulation P of the Board of Governors of the Federal Reserve, to agents or other third party service providers, including, without limitation, broker/dealers, custodians, and depositories. In addition to the foregoing, Customer consents to the release of information, including NPPI, to one or more providers of escheatment services for the purpose of escheatment of unclaimed funds in accordance with the laws of the various states. The Agent shall thereupon succeed not incur any liability for the release of information in accordance with the foregoing provisions; and to the extent the Agent incurs any liability as a result of such release of information, the Customer shall indemnify and become vested hold the Agent harmless in accordance with all Article VIII, Section 6, it being understood that the rights, powers, privileges and duties release of such information shall not constitute negligence or willful misconduct. 10. At any time the Agent may apply to an Officer of the retiring Agent Customer for written instructions with respect to any matter arising in connection with the Agent’s duties and obligations under this Agreement, and the retiring Agent shall thereupon not be discharged from its duties and obligations under this Agreement. After liable for any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions action taken or omitted to be taken by it the Agent in good faith in accordance with such instructions. Such application by the Agent for instructions from an Officer of the Customer may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted to be taken by the Agent with respect to its duties or obligations under this Agreement while and the date on and/or after which such action shall be taken, and the Agent shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Agent may consult counsel to the Customer or its own counsel, at the expense of the Customer, and shall be fully protected with respect to anything done or omitted by it was in good faith in accordance with the advice or opinion of such counsel. 11. When mail is used for delivery of non-negotiable Share certificates, the value of which does not exceed the limits of the Agent. (ii) ’s Mail Insurance coverage, the Agent shall send such non-negotiable Share certificates by first class mail, and such deliveries will be covered while in transit. Non-negotiable Share certificates, the value of which exceed the limits of the Agent’s Mail Insurance policy, will be sent by registered courier and will be covered by either the Agent’s Mail Insurance policy or the Blanket Bond while in transit. Negotiable Share certificates will be sent by insured registered mail. The Agent shall be deemed advise the Customer of any Share certificates returned as undeliverable after being mailed as herein provided for. 12. The Agent may issue new Share certificates in place of Share certificates represented to have exercised reasonable care been lost, stolen or destroyed upon receiving instructions in writing from an Officer and indemnity satisfactory to the custody and preservation Agent. Such instructions from the Customer shall be in such form as approved by the Board of Directors of the Collateral Customer in its possession if accordance with applicable law or the By-Laws of the Customer governing such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither matters. If the Agent nor any receives written notification from the owner of the other Credit Parties lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the Agent shall have responsibility promptly notify the Customer and shall act pursuant to written instructions signed by an Officer. If the Customer receives such written notification from the owner of the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the Customer shall promptly notify the Agent and the Agent shall act pursuant to written instructions signed by an Officer. The Agent shall not be liable for any act done or omitted by it pursuant to the written instructions described herein. The Agent may issue new Share certificates in exchange for, without limitation (i) ascertaining and upon surrender of, mutilated Share certificates. 13. The Agent will issue and mail subscription warrants for Shares, Shares representing stock dividends, exchanges or taking action with respect splits, or act as conversion agent upon receiving written instructions from an Officer and such other documents as the Agent may deem necessary. 14. The Agent will supply shareholder lists to callsthe Customer from time to time upon receiving a request therefor from an Officer of the Customer. 15. In case of any requests or demands for the inspection of the shareholder records of the Customer, conversionsthe Agent will notify the Customer and endeavor to secure instructions from an Officer as to such inspection. The Agent reserves the right, exchangeshowever, maturities, tenders or other matters relating to exhibit the shareholder records to any Securities Collateral, whether or not person whenever it is advised by its counsel that there is a reasonable likelihood that the Agent will be held liable for the failure to exhibit the shareholder records to such person. 16. At the request of an Officer, the Agent will address and mail such appropriate notices to shareholders as the Customer may direct. 17. Notwithstanding any provisions of this Agreement to the contrary, the Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (a) The legality of the issue, sale or transfer of any other Credit Party has or is deemed Shares, the sufficiency of the amount to have knowledge of such mattersbe received in connection therewith, or the authority of the Customer to request such issuance, sale or transfer; (iib) taking The legality of the purchase of any necessary steps Shares, the sufficiency of the amount to preserve rights against be paid in connection therewith, or the authority of the Customer to request such purchase; (c) The legality of the declaration of any Person with respect to dividend by the Customer, or the legality of the issue of any CollateralShares in payment of any stock dividend; or (d) The legality of any recapitalization or readjustment of the Shares. (iii) 18. The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it receive and the Customer hereby agrees to be genuine pay to the Agent for its performance hereunder (i) Other Services expenses (as defined in Schedule I) (including legal expenses and correct and to have been signed, sent or made by the proper Person, and, attorney’s fees) incurred in connection with respect to all matters pertaining to this Agreement and its duties performance hereunder, upon advice and (ii) the compensation for services as set forth in Schedule I. 19. The Agent shall not be responsible for any money, whether or not represented by any check, draft or other instrument for the payment of counsel selected money, received by itit on behalf of the Customer, until the Agent actually receives and collects such funds. (iv) If any item of Collateral also constitutes collateral granted to 20. The Agent under any other deed of trustshall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, mortgage, security agreement, pledge and no covenant or instrument of any type, obligation shall be implied against the Agent in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controlconnection with this Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The 9.1 Agent shall have administer the right hereunder securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to make demands, time promulgated and issued under the authority of those laws. Nothing in this Agreement shall be construed to give notices, to exercise or refrain from exercising any rights, and require Agent to take any action which in Agent’s reasonable belief could cause Agent or refrain from taking action (including, without limitation, Lender to violate any applicable law. In the release or substitution event of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct change in the selection of such sub-agents securities lending program required in order to comply with a change in applicable laws, rules, regulations or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agentexemptions, that successor Agent shall thereupon succeed to notify Lender in writing thereof and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent such change shall be deemed to have exercised reasonable care be a part of this Agreement. 9.2 Agent shall not be responsible for delays or failures in the custody performance caused by circumstances reasonably beyond Agent’s control, including but not limited to fires, storms, earthquakes and preservation other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or advances to the Collateral Account or Lender in order to provide temporary liquidity or otherwise. All such advances shall bear interest at the Federal Funds Rate until paid. Agent may also advance funds to Lender for any other amounts due to a Borrower, or for the payment of Substitute Payments, or any other amounts due from the Borrower to Lender hereunder. Any advance to Lender of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by Agent under this Section 9.3 shall be in addition to Agent’s other compensation under this Agreement. 9.4 In performing its possession if such Collateral is accorded treatment substantially equivalent duties hereunder, Agent shall be held to that which the Agent, standard of care exercised by banks generally in performing similar duties and shall be responsible only for its individual capacity, accords its own property consisting of similar instruments negligence or interests, it being understood that neither the intentional misconduct. In no event shall Agent nor any of the other Credit Parties shall have responsibility for, without limitation be liable for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not defaults by subcustodians chosen by Agent in the Agent or any other Credit Party has or is deemed to have knowledge exercise of such matters, reasonable care or (ii) taking special, indirect or consequential damages of any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The kind, even though Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to may have been signed, sent or made by previously informed of the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by itpossibility that such damages may occur. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (a) The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon the parties to the Credit Agreement in such respect, including without limitation the Subrogation Creditors (notwithstanding the fact that the Subrogation Creditors are not referred to in such Article 7). In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (i) The Collateral Agent has been appointed is authorized to take all such action as administrative agent and collateral agent pursuant is provided to the Credit Agreement. The actions of the be taken by it as Collateral Agent hereunder are subject and all other action reasonably incidental thereto. As to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action matters not expressly provided for herein (including, without limitation, the release or substitution timing and methods of realization upon the Collateral)) the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Secured Parties or, in the absence of such instructions, in accordance with this Agreement and the Credit Agreement. its discretion. (ii) The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable responsible for the negligence existence, genuineness or misconduct value of any such agents of the Collateral or attorneys-in-fact except for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Collateral Agent shall have no duty to ascertain or inquire as to the extent that a court performance or observance of competent jurisdiction determines in a final and non-appealable judgment that any of the Agent acted with gross negligence or willful misconduct in terms of this Agreement by the selection of such sub-agents or attorneys-in-fact. Borrower. (b) The Collateral Agent may resign at any time by giving notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Secured Parties shall have the right to appoint a successor Collateral Agent may reasonably acceptable to the Borrower. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent gives notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, which shall be appointed in a commercial bank organized or licensed under the manner provided in laws of the Credit AgreementUnited States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any its appointment as the Agent by a successor Collateral Agent, that such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent under this AgreementCollateral Agent, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreementhereunder. After any retiring Collateral Agent’s resignation's resignation hereunder as Collateral Agent, the provisions hereof of this Section and Article 7 of the Credit Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall Agent: A. Shall have the right hereunder to make demandsno duties or obligations other than those set forth herein, to give notices, to exercise or refrain from exercising any rightsincluding those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneysperform those services described under “Non-in-fact in connection herewith Included Services” on Exhibit A; B. May rely on and shall not be liable for the negligence or misconduct authorized and held harmless in respect of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agentaction taken, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken suffered or omitted to be taken by it under Agent in connection with its administration of this Agreement while and the exercise and performance of its duties hereunder in reliance upon any certificate, instrument, opinion, notice, letter, affidavit, power of attorney, endorsement, consent, direction, telegram, telex, facsimile transmission, email, electronic transmission or other paper or document or security delivered to you and believed by you to be genuine and to have been signed or transmitted, executed and, where necessary, verified or acknowledged by the proper party or parties Document Number: 24120v5 C. may rely on and shall be authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing D. may rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Agent; E. may consult with counsel reasonably satisfactory to it was (including counsel for the Agent.Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (ii) The F. shall make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; G. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; H. shall not be required to perform any action if such action would cause Agent to violate any applicable law, regulation or court order; I. shall not be deemed to have exercised reasonable care any knowledge of any event which it was supposed to receive notice thereof hereunder, and Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; J. shall not have any liability for or be under any responsibility in respect of any breach by the custody and preservation Company of the Collateral any covenant or condition contained in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, this Agreement; K. shall not assume any obligations or relationship of agency or trust with any stockholder; Document Number: 24120v5 L. shall not be liable or responsible for any recital or statement contained in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent Offering Document or any other Credit Party has documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and M. shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is deemed to have knowledge understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of such mattersthe Rights Offering, or (ii) taking and will not provide any necessary steps to preserve rights against any Person with respect comments related to any Collateral. (iii) The Agent shall be entitled legal proceedings related to rely upon the Company. This Agreement does not contemplate any written notice, statement, certificate, order or other document or any telephone message believed by it service to be genuine provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted remuneration to Agent under any other deed of trusttherefor, mortgage, security agreement, pledge or instrument of any type, will be established in the event of any conflict a mutual agreement between the provisions hereof Agent and the provisions Company, which will become a part of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controlthis Agreement.

Concerning the Agent. (a) The Agent (i) The Agent has been appointed as administrative agent and collateral agent shall not be obligated to take any legal or other action hereunder (other than pursuant to its obligation to perform the Credit Agreement. The actions of the Agent hereunder are subject ordinary administrative services expressly provided herein) which might in its judgment involve or cause it to the provisions of the Credit Agreement. The Agent incur any expense or liability unless it shall have the right hereunder to make demandsbeen furnished with acceptable indemnification, to give notices(ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, to exercise or refrain from exercising any rights, and to take or refrain from taking action instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the release proper person, and shall have no responsibility or substitution duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the Collateral)authority of the person signing or presenting the same, and (iii) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with this Agreement and the Credit Agreement. opinion or advice of such counsel. (b) The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable to anyone for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions action taken or omitted to be taken by it under this Agreement while it was hereunder except in the case of the Agent's gross negligence or willful misconduct in breach of the terms of this Agreement. In no event shall the Agent be liable for indirect, punitive, special or consequential damage or loss whatsoever, even if the Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. (iic) The In the event that CDC fails to deposit or cause to be deposited the aggregate Certificate Purchase Price for the Class A Certificates with the Agent pursuant to Section 5, or otherwise fails to perform any of its obligations hereunder, the Agent shall be deemed have no obligation to have exercised reasonable care in the custody and preservation pursue any legal remedies with respect thereto on behalf of the Collateral in its possession if Class A Certificateholders; the pursuit of any such Collateral is accorded treatment substantially equivalent to that which legal remedies shall be the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any sole responsibility of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any CollateralClass A Certificateholders. (iiid) The In the event that any holder of a Class A Certificate fails to instruct the applicable Clearing Agency to transfer the beneficial ownership interest in such Certificate pursuant to Section 6(a) or fails to surrender such Certificate to the Certificate Registrar pursuant to Section 6(b), as applicable, the Agent shall be entitled have no obligation to rely upon pursue any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, legal remedies with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice thereto on behalf of counsel selected by itCDC; the pursuit of any such legal remedies shall be the sole responsibility of CDC. (ive) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, The Trustee (in its sole discretion, capacity as Trustee) shall select which provision not have any obligation whatsoever to pay the Certificate Purchase Price to the Class A Certificateholders or provisions shall controlto cause the transfer of the Class A Certificates to the Transferee.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) for taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent Agent: A. Shall have no duties or obligations other than those set forth herein, including those described under “Included Services” on Exhibit A, and collateral agent pursuant to the Credit Agreement. The actions of no duties or obligations shall be inferred or implied, nor shall the Agent hereunder are subject be obligated nor expected to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rightsperform those services described under “Non-Included Services” on Exhibit A; B. May rely on, and to take or refrain from taking action (including, without limitationshall be held harmless by, the release or substitution of the Collateral), Company in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely acting upon any written noticecertificate, statement, certificateinstrument, order opinion, notice, letter, facsimile transmission, telegram electronic mail or other document document, or any telephone message security delivered to it, and reasonably believed by it to be genuine and correct and to have been signed, sent made or made signed by the proper Person, and, party or parties; C. May rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to all matters pertaining any matter relating to this Agreement its acting as the Agent; D. May consult with counsel reasonably satisfactory to it (including counsel for the Company) and its duties hereunder, upon shall be held harmless by the Company in relying on the advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions opinion of such other deed of trust, mortgage, security agreement, pledge or instrument of any type counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such collateraladvice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by the Agent is duly, Agentcompletely and correctly executed in order to qualify for the Rights Offering and the Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in accordance with its determination; F. Shall not be obligated to take any action hereunder which might, in its sole discretionreasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, shall select unless such statement was provided or confirmed in writing by the Agent; H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law; and I. Shall at all times act in good faith and agrees to use its commercially reasonable efforts within reasonable time limits to insure the accuracy and timeliness of all services performed hereunder. No later than the first business day after the Mailing, the Company will provide the Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that the Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by the Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by the Agent under such circumstances and remuneration to the Agent therefor, will be established in a mutual agreement between the Agent and the Company, which provision or provisions shall controlwill become a part of this Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-inattorneys -in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys-inattorneys -in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking KE 81221769.9 US-DOCS\127475406.10 action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure enure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. In the event of a public or private sale of Collateral pursuant to the terms hereof, the Agent shall have no obligation to clean, repair or otherwise prepare the Collateral for sale. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any typetype as to which no Person is a party other than a Credit Party or a Loan Party, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or the provisions of this Security Agreement shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall Agent: A. Shall have the right hereunder to make demandsno duties or obligations other than those set forth herein, to give notices, to exercise or refrain from exercising any rightsincluding those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneysperform those services described under “Non-in-fact in connection herewith Included Services” on Exhibit A; B. May rely on and shall not be liable for the negligence or misconduct authorized and held harmless in respect of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agentaction taken, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken suffered or omitted to be taken by it under Agent in connection with its administration of this Agreement while and the exercise and performance of its duties hereunder in reliance upon any certificate, instrument, opinion, notice, letter, affidavit, power of attorney, endorsement, consent, direction, telegram, telex, facsimile transmission, email, electronic transmission or other paper or document or security delivered to you and believed by you to be genuine and to have been signed or transmitted, executed and, where necessary, verified or acknowledged by the proper party or parties; C. may rely on and shall be authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; D. May rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Agent; E. May consult with counsel reasonably satisfactory to it was (including counsel for the Agent.Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (ii) The F. Shall make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; G. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; H. shall not be required to perform any action if such action would cause Agent to violate any applicable law, regulation or court order; I. shall not be deemed to have exercised reasonable care any knowledge of any event which it was supposed to receive notice thereof hereunder, and Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; J. shall not have any liability for or be under any responsibility in respect of any breach by the custody and preservation Company of the Collateral any covenant or condition contained in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, this Agreement; K. Shall not be liable or responsible for any recital or statement contained in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent Offering Document or any other Credit Party has documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and L. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is deemed to have knowledge understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of such mattersthe Rights Offering, or (ii) taking and will not provide any necessary steps to preserve rights against any Person with respect comments related to any Collateral. (iii) The Agent shall be entitled legal proceedings related to rely upon the Company. This Agreement does not contemplate any written notice, statement, certificate, order or other document or any telephone message believed by it service to be genuine and correct and provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to have been signed, sent or made be provided by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trustsuch circumstances and remuneration to the Agent therefor, mortgage, security agreement, pledge or instrument of any type, will be established in the event of any conflict a mutual agreement between the provisions hereof Agent and the provisions Company, which will become a part of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controlthis Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement1. The Agent shall have the right hereunder not be liable and shall be fully protected in acting upon any oral instruction, writing or document reasonably believed by it to make demands, to give notices, to exercise or refrain from exercising any rights, be genuine and to take have been given, signed or refrain made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from taking action (including, without limitation, the release or substitution an Officer of the Collateral)Customer. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the duly authorized Officer or Officers of the Customer and the proper countersignature of the Agent. 2. The Agent may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates as it may deem advisable and consistent with such rules and regulations generally adopted by Agent transfer agents. 3. The Agent may keep such records as it deems advisable but not inconsistent with resolutions adopted by the Board of Directors of the Customer. The Agent may deliver to the Customer from time to time at its discretion, for safekeeping or disposition by the Customer in accordance with this Agreement law, such records, papers, Share certificates which have been cancelled in transfer or exchange and other documents accumulated in the execution of its duties hereunder as the Agent may deem expedient, other than those which the Agent is itself required to maintain pursuant to applicable laws and regulations, and the Credit Customer shall assume all responsibility for any failure thereafter to produce any record, paper, cancelled Share certificate or other document so returned, if and when required. The records maintained by the Agent pursuant to this paragraph which have not been previously delivered to the Customer pursuant to the foregoing provisions of this paragraph shall be considered to be the property of the Customer, shall be made available upon request for inspection by the Officers, employees and auditors of the Customer, and shall be delivered to the Customer upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Agent on such date of termination or such earlier date as may be requested by the Customer. 4. The Agent may employ agents and or attorneys-in-fact in connection herewith at the expense of the Customer, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact, so long as the Agent acts in good faith and without negligence or willful misconduct in connection with the selection of any such agents or attorneys-in-fact except to the extent that a court fact. 5. The Agent shall only be liable for any loss or damage arising out of competent jurisdiction determines in a final and non-appealable judgment its own negligence or willful misconduct; provided, however, that the Agent acted shall not be liable for any indirect, special, punitive or consequential damages. 6. The Customer shall indemnify and hold harmless the Agent from and against any and all claims (whether with gross negligence or willful misconduct without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney’s fees, which the selection of such sub-agents Agent may sustain or attorneys-in-factincur or which may be asserted against the Agent except for any liability which the Agent has assumed pursuant to the immediately preceding section. The Agent may resign shall be deemed not to have acted with negligence and not to have engaged in willful misconduct by reason of or as a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance result of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions action taken or omitted to be taken by it under the Agent without its own negligence or willful misconduct in reliance upon (i) any provision of this Agreement while it was the Agent. Agreement, (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificateinstrument, order or other document or any telephone message Share certificate reasonably believed by it to be genuine and correct to be signed, countersigned or executed by any duly authorized Officer of the Customer, (iii) any Certificate or other instructions of an Officer, (iv) any opinion of legal counsel for the Customer or the Agent, or (v) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. Nothing contained herein shall limit or in any way impair the right of the Agent to indemnification under any other provision of this Agreement. 7. Specifically, but not by way of limitation, the Customer shall indemnify and hold harmless the Agent from and against any and all claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney’s fees, of any and every nature which the Agent may sustain or incur or which may be asserted against the Agent in connection with the genuineness of a Share certificate, the Agent’s due authorization by the Customer to issue Shares and the form and amount of authorized Shares. 8. The Agent shall not incur any liability hereunder if by reason of any act of God or war or other circumstances beyond its control, it, or its employees, officers or directors shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Agreement it is provided shall be done or performed or by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Agreement it is provided shall or may be done or performed. 9. In connection with the provision of services under this Agreement, the Customer may direct the Agent to release information, including non - public personal information (“NPPI”), as defined in Title V of the Gramm ▇▇▇▇▇ ▇▇▇▇▇▇ Act and the regulations issued thereunder, including but not limited to Regulation P of the Board of Governors of the Federal Reserve, to agents or other third party service providers, including, without limitation, broker/dealers, custodians, and depositories. In addition to the foregoing, Customer consents to the release of information, including NPPI, to one or more providers of escheatment services for the purpose of escheatment of unclaimed funds in accordance with the laws of the various states. The Agent shall not incur any liability for the release of information in accordance with the foregoing provisions; and to the extent the Agent incurs any liability as a result of such release of information, the Customer shall indemnify and hold the Agent harmless in accordance with Article VIII, Section 6, it being understood that the release of such information shall not constitute negligence or willful misconduct. 10. At any time the Agent may apply to an Officer of the Customer for written instructions with respect to any matter arising in connection with the Agent’s duties and obligations under this Agreement, and the Agent shall not be liable for any action taken or omitted to be taken by the Agent in good faith in accordance with such instructions. Such application by the Agent for instructions from an Officer of the Customer may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted to be taken by the Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Agent shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Agent may consult counsel to the Customer or its own counsel, at the expense of the Customer, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. 11. When mail is used for delivery of non-negotiable Share certificates, the value of which does not exceed the limits of the Agent’s Mail Insurance coverage, the Agent shall send such non-negotiable Share certificates by first class mail, and such deliveries will be covered while in transit. Non-negotiable Share certificates, the value of which exceed the limits of the Agent’s Mail Insurance policy, will be sent by registered courier and will be covered by either the Agent’s Mail Insurance policy or the Blanket Bond while in transit. Negotiable Share certificates will be sent by insured registered mail. The Agent shall advise the Customer of any Share certificates returned as undeliverable after being mailed as herein provided for. 12. The Agent may issue new Share certificates in place of Share certificates represented to have been signedlost, sent stolen or made destroyed upon receiving instructions in writing from an Officer and indemnity satisfactory to the Agent. Such instructions from the Customer shall be in such form as approved by the proper PersonBoard of Directors of the Customer in accordance with applicable law or the By-Laws of the Customer governing such matters. If the Agent receives written notification from the owner of the lost, andstolen or destroyed Share certificate within a reasonable time after he has notice of it, the Agent shall promptly notify the Customer and shall act pursuant to written instructions signed by an Officer. If the Customer receives such written notification from the owner of the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the Customer shall promptly notify the Agent and the Agent shall act pursuant to written instructions signed by an Officer. The Agent shall not be liable for any act done or omitted by it pursuant to the written instructions described herein. The Agent may issue new Share certificates in exchange for, and upon surrender of, mutilated Share certificates. 13. The Agent will issue and mail subscription warrants for Shares, Shares representing stock dividends, exchanges or splits, or act as conversion agent upon receiving written instructions from an Officer and such other documents as the Agent may deem necessary. 14. The Agent will supply shareholder lists to the Customer from time to time upon receiving a request therefor from an Officer of the Customer. 15. In case of any requests or demands for the inspection of the shareholder records of the Customer, the Agent will notify the Customer and endeavor to secure instructions from an Officer as to such inspection. The Agent reserves the right, however, to exhibit the shareholder records to any person whenever it is advised by its counsel that there is a reasonable likelihood that the Agent will be held liable for the failure to exhibit the shareholder records to such person. 16. At the request of an Officer, the Agent will address and mail such appropriate notices to shareholders as the Customer may direct. 17. Notwithstanding any provisions of this Agreement to the contrary, the Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (a) The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Customer to request such issuance, sale or transfer; (b) The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Customer to request such purchase; (c) The legality of the declaration of any dividend by the Customer, or the legality of the issue of any Shares in payment of any stock dividend; or (d) The legality of any recapitalization or readjustment of the Shares. 18. The Agent shall be entitled to receive and the Customer hereby agrees to pay to the Agent for its performance hereunder (i) Other Services expenses (as defined in Schedule I) (including legal expenses and attorney’s fees) incurred in connection with respect to all matters pertaining to this Agreement and its duties performance hereunder, upon advice and (ii) the compensation for services as set forth in Schedule I. 19. The Agent shall not be responsible for any money, whether or not represented by any check, draft or other instrument for the payment of counsel selected money, received by itit on behalf of the Customer, until the Agent actually receives and collects such funds. (iv) If any item of Collateral also constitutes collateral granted to 20. The Agent under any other deed of trustshall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, mortgage, security agreement, pledge and no covenant or instrument of any type, obligation shall be implied against the Agent in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controlconnection with this Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall Agent: A. Shall have the right hereunder to make demandsno duties or obligations other than those set forth herein, to give notices, to exercise or refrain from exercising any rightsincluding those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to take or refrain from taking action (includingperform those services described under “Non-Included Services” on Exhibit A; B. May rely on, without limitationand shall be held harmless by, the release or substitution of the Collateral), Company in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely acting upon any written noticecertificate, statement, certificateinstrument, order opinion, notice, letter, facsimile transmission, telegram electronic mail or other document document, or any telephone message security delivered to it, and reasonably believed by it to be genuine and correct and to have been signed, sent made or made signed by the proper Person, and, party or parties; C. May rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to all matters pertaining any matter relating to this Agreement its acting as Agent; D. May consult with counsel reasonably satisfactory to it (including counsel for the Company) and its duties hereunder, upon shall be held harmless by the Company in relying on the advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions opinion of such other deed of trust, mortgage, security agreement, pledge or instrument of any type counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such collateraladvice or opinion of such counsel; E. Shall make the final determination as to whether or not a rights certificate received by Agent is duly, Agentcompletely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; F. Shall not be obligated to take any action hereunder which might, in its sole discretionreasonable judgment, subject or expose it to any expense or liability unless it shall select have been furnished with an indemnity satisfactory to it; G. Shall not be liable or responsible for any recital or statement contained in any Offering Document or any other documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and H. Shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Rights Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Rights Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to Agent therefor, will be established in a mutual agreement between Agent and the Company, which provision or provisions shall controlwill become a part of this Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall Agent: A. Shall have the right hereunder to make demandsno duties or obligations other than those set forth herein, to give notices, to exercise or refrain from exercising any rightsincluding those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneysperform those services described under “Non-in-fact in connection herewith Included Services” on Exhibit A; B. May rely on and shall not be liable for the negligence or misconduct authorized and held harmless in respect of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agentaction taken, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken suffered or omitted to be taken by it under Agent in connection with its administration of this Agreement while and the exercise and performance of its duties hereunder in reliance upon any certificate, instrument, opinion, notice, letter, affidavit, power of attorney, endorsement, consent, direction, telegram, telex, facsimile transmission, e-mail, electronic transmission or other paper or document or security delivered to you and believed by you to be genuine and to have been signed or transmitted, executed and, where necessary, verified or acknowledged by the proper party or parties C. may rely on and shall be authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing D. may rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Agent; E. may consult with counsel reasonably satisfactory to it was (including counsel for the Agent.Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (ii) The F. shall make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its determination; G. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; H. shall not be required to perform any action if such action would cause Agent to violate any applicable law, regulation or court order; I. shall not be deemed to have exercised reasonable care any knowledge of any event which it was supposed to receive notice thereof hereunder, and Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; J. shall not have any liability for or be under any responsibility in respect of any breach by the custody and preservation Company of the Collateral any covenant or condition contained in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, this Agreement; K. shall not assume any obligations or relationship of agency or trust with any shareholder; L. shall not be liable or responsible for any recital or statement contained in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent Offering Document or any other Credit Party has documents relating thereto, unless such statement was provided or confirmed in writing by the Agent; and M. shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide the Agent with a final list of talking points for dealing with anticipated questions from holders of Ordinary Shares. It is deemed to have knowledge understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of such mattersthe Rights Offering, or (ii) taking and will not provide any necessary steps to preserve rights against any Person with respect comments related to any Collateral. (iii) The Agent shall be entitled legal proceedings related to rely upon the Company. This Agreement does not contemplate any written notice, statement, certificate, order or other document or any telephone message believed by it service to be genuine provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted remuneration to Agent under any other deed of trusttherefor, mortgage, security agreement, pledge or instrument of any type, will be established in the event of any conflict a mutual agreement between the provisions hereof Agent and the provisions Company, which will become a part of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall controlthis Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.