The Committee shall administer the Pre-2005 Addendum in accordance with its terms and shall have all powers necessary to carry out the provisions of the Pre-2005 Addendum as may be more particularly set forth herein. The Committee shall interpret the Pre-2005 Addendum and shall determine all questions arising in the administration, interpretation, and application of the Pre-2005 Addendum. Any such determination by the Committee shall be conclusive and binding on all persons. The Committee shall be the Pre-2005 Addendum’s agent for service of process.

Issuer agrees and acknowledges that Dealer is a “financial institution” and “financial participant” within the meaning of [Sections 101(22) and 101(22A)])] of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that # this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and # Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 555 and 561 of the Bankruptcy Code.

Clawback Provisions. The gross amount of all payments actually or constructively received by a Participant under the Plan will be subject to recoupment by [[Unknown Identifier]] to the extent required to comply with applicable laws, the rules of any securities exchange or automated quotation system on which the shares of the Company’s common stock (or any other [[Unknown Identifier]] security) are then listed, quoted, or traded, or any [[Unknown Identifier]] policy providing for the reimbursement of incentive compensation.

Conflicting Provisions. This Section shall supersede any provisions in Section 12.23 or 12.10 to the contrary.

Exculpatory Provisions. Neither Agent nor any of its officers, directors, employees, agents, or attorneys in fact shall be liable for any action taken or omitted to be taken by it or such other Person in connection the exercise of and/or performance of any rights and duties granted to Agent under this Section 4 (except to the extent any such action taken or omitted to be taken by Agent or such other Person results from Agent’s or such other Person’s own gross negligence, bad faith, or willful misconduct). In connection with the exercise and/or performance of granted to Agent under this Section 4, neither Agent nor any of its officers, directors, employees, agents, attorneys in fact shall be under any obligation to Aegis or any ​-District [[Organization F:Organization]] to ascertain or to inquire as to the observance or performance of any of the agreements of the Obligors contained in this Agreement or any ​-District Note Documents, or to inspect the properties, books or records of any Obligor. Except as specifically provided by this Agreement, in connection with the exercise and/or performance of any rights granted to Agent under this Section 4, Agent shall have no obligation whatsoever to Aegis or any ​-District [[Organization F:Organization]] or any other Person to assure that any Collateral exists or is owned by any Obligor or is cared for, protected or insured by such Obligor or has been encumbered or that any Liens on the Collateral granted to Aegis or the ​-District Creditors have been properly or sufficiently or lawfully created or perfected, or are entitled to any particular priority.

Antidilution Provisions. During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted under the Credit Agreement. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy, email or other electronic method of transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exculpatory Provisions. Neither the Administrative Agent nor the Multicurrency Administrative Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, neither the Administrative Agent nor the Multicurrency Administrative Agent:

The ​ shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the ​ and its Related Parties:

After the signing of this Agreement, the two parties shall fully perform the contract. Any unfinished matters shall be supplemented by the two parties through consultation. The supplementary agreement shall have the same legal effect as this Agreement.