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Appointment and Provision of Services
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SECTION # ADOPTION, AMENDMENT AND TERMINATION 19

General Servicing Provision. The Master Servicer hereby agrees to service and administer each Participation Interest sold pursuant to the Master Participation Agreement in accordance with the terms of this Master Agreement, the terms of each related Participation Agreement, applicable law and the terms of such Participation Interest. In connection with such servicing and administration, the Master Servicer shall, consistent with and subject to all other servicing-related provisions in this Master Agreement and each Participation Agreement, have full power and authority, acting alone and/or through sub-servicers, to do or cause to be done any and all things, in connection with such servicing and administration, that the Master Servicer may deem necessary or desirable and consistent with the terms of this Master Agreement. In servicing and administering each Participation Interest, the Master Servicer shall employ procedures in accordance with the Customary Servicing Procedures of the Master Servicer and shall monitor each Borrower’s compliance with its Credit Documents. The Master Servicer will exercise the same care in servicing each Participation Interest that it exercises in servicing Loans to the same Borrower or similar borrowers held in the Master Servicer’s portfolio or serviced by it. The Master Servicer will act in the best interest of the Participant in servicing each Participation Interest.

The Vendor shall promptly furnish, or cause to be furnished, to the Purchaser all information concerning the Vendor, its Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Article 9, including in any other statement, filing, notice or application made by or on behalf of the Purchaser to the SEC. If the Vendor becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement, then the Vendor shall promptly inform the Purchaser thereof. The Vendor shall use reasonable best efforts to ensure that none of the information related to it or any of its Affiliates or their respective Representatives, supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the 1933 Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

If any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives pursuant to the termination of Executive’s employment with the Company and its Affiliates (“Payment”), would # constitute a “parachute payment” within the meaning of Section 280G of the Code, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either # the full amount of such Payment or # such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.

Best Pay Provision. In the event that any payment or benefit received or to be received by Executive pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of Executive’s employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if # the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to # the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to the Executive on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: # reduction of any cash severance payments otherwise payable to Executive that are exempt from Section 409A of the Code, # reduction of any other cash payments or benefits otherwise payable to Executive that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any Stock Award that is exempt from Section 409A of the Code, # reduction of any other payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any Stock Award that is exempt from Section 409A of the Code, and # reduction of any payments attributable to the acceleration of vesting or payment with respect to any Stock Award that is exempt from Section 409A of the Code; provided, in case of [clauses (x), (y) and (z)])], that reduction of any payments or benefits attributable to the acceleration of vesting of Company Stock Awards shall be first applied to Stock Awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on the Executive under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to Executive on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner.

Usury Savings Provision. It is expressly stipulated to be the intent of [[Organization C:Organization]] and [[Organization B:Organization]], and understood and agreed by [[Organization C:Organization]] and [[Organization B:Organization]], that this Agreement: # does not represent a loan from [[Organization C:Organization]] to [[Organization B:Organization]]; and # allows [[Organization C:Organization]] to purchase the Participation Interests for its own account and for a short term investment. If, notwithstanding the foregoing or the terms of this Agreement, a court of competent jurisdiction establishes a loan or extension of credit within this Agreement from [[Organization C:Organization]] to [[Organization B:Organization]], then the parties to this Agreement hereby understand, acknowledge and agree that in such event: # [[Organization B:Organization]] shall be the underlying obligor of that loan or extension of credit established by such court of competent jurisdiction; # [[Organization B:Organization]] is utilizing the proceeds of that loan or extension of credit established by such court of competent jurisdiction for business, commercial, investment, or similar purposes; and # [[Organization B:Organization]] has determined that it is beneficial to use any and all proceeds of that loan or extension of credit established by such court of competent jurisdiction to establish collateral for that loan or extension of credit established by such court of competent jurisdiction by: # making deposits at [[Organization C:Organization]]; # purchasing certificates of deposit from [[Organization C:Organization]]; and/or # establishing other accounts at [[Organization C:Organization]]. Furthermore, it is [[Organization C:Organization]]’s and [[Organization B:Organization]]’s intention and agreement that if a court of competent jurisdiction establishes a loan or extension of credit from [[Organization C:Organization]] to [[Organization B:Organization]] under this Agreement, then any proceeds of that loan or extension of credit established by such court of competent jurisdiction deposited with [[Organization C:Organization]] as additional collateral for that loan or extension of credit: # shall be considered a compensating balance under and pursuant to Section 276.003 of the Texas Finance Code; and # shall not be considered a reduction in the amount of the proceeds of that loan and/or extension of credit from [[Organization C:Organization]] to [[Organization B:Organization]]. Additionally, it is the stipulated, understood and agreed to be the intent of [[Organization C:Organization]] and [[Organization B:Organization]] that this Agreement shall at all times comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness (as hereinafter defined), if any, or applicable United States federal law to the extent that such law permits [[Organization C:Organization]] to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law. For purposes of this provision, “Indebtedness” shall mean all indebtedness, if any, evidenced, referenced, described, or established by a court of competent jurisdiction under this Agreement, and all amounts payable in the performance of any covenant or obligation in any of the other documents or any other communication or writing by or between [[Organization C:Organization]] and [[Organization B:Organization]] related to the transaction or transactions that are the subject matter of this Agreement, or any part of such Indebtedness, if any. If the applicable law is ever judicially interpreted so as to render usurious any amount contracted for, charged, taken, reserved or received in respect of the Indebtedness, if any, including by reason of the acceleration of the maturity or the prepayment thereof, then it is [[Organization C:Organization]]’s and [[Organization B:Organization]]’s express intent that all amounts charged in excess of the Maximum Lawful Rate (as hereinafter defined), if any, shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by [[Organization C:Organization]], if any, shall be credited on the principal balance of the Indebtedness, if any, or, if the Indebtedness, if any, has been or would thereby be paid in full, refunded to [[Organization B:Organization]], and the provisions of this Agreement and any underlying documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable laws, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Indebtedness has been paid in full before the end of the stated term hereof, then [[Organization C:Organization]] and [[Organization B:Organization]] agree that [[Organization C:Organization]] shall, with reasonable promptness after [[Organization C:Organization]] discovers or is advised by [[Organization B:Organization]] that interest was received in an amount in excess of the Maximum Lawful Rate, either credit such excess interest against the Indebtedness then owing by [[Organization B:Organization]] to [[Organization C:Organization]] and/or refund such excess interest to [[Organization B:Organization]]. If and to the extent Indebtedness is determined to exist by a court of competent jurisdiction, then [[Organization B:Organization]] hereby agrees that as a condition precedent to any claim seeking usury penalties against [[Organization C:Organization]], [[Organization B:Organization]] will provide written notice to [[Organization C:Organization]], advising [[Organization C:Organization]] in reasonable detail of the nature and amount of the violation, and [[Organization C:Organization]] shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to [[Organization B:Organization]] or crediting such excess interest against the Indebtedness, if any, then owing by [[Organization B:Organization]] to

Tender Back Provision. If, in the context of a lawsuit involving Grantee or any other person or entity arguing on Grantee’s behalf, any court determines that any provisions of Section 2 are void, invalid, illegal, or otherwise unenforceable, Grantee shall be required to immediately return to the Company 70% of all monies paid out under Paragraph 2 of the Restricted Stock Award Agreement, or to return 70% of any unsold shares the Grantee still owns of such Restricted Stock awarded under Paragraph 2 of the Restricted Stock Award Agreement. For purposes of this section, the amount to be paid back shall be determined by ascertaining the value and amount the share(s) sold for at the time that the Grantee actually sold such share(s).

Provision of Structures. Primary shall, promptly following written request of Legacy, provide to Legacy (and Legacy shall be entitled to disclose to Ag Partner) chemical structures for VDCs to the extent such structures are required to be disclosed to Ag Partner under the Existing Ag Agreement.

Provision of Personnel. PTM shall provide such Personnel Services to the Operating Company as are requested by the Operating Company from time to time to carry on the operations of the Operating Company and agreed by PureTech.

Banking Regulatory Provision. All Awards shall be subject to any condition, limitation or prohibition under any financial institution regulatory policy or rule to which the Company or any subsidiary thereof is subject.

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