Claims Fiduciary. The Plan Administrator will act as Claims Fiduciary except to the extent that the Plan Administrator has delegated the function to some other person or persons, committee or entity.

Claims Fiduciary. The Plan Administrator will act as Claims Fiduciary except to the extent that the Plan Administrator has delegated the function to some other person or persons, committee or entity.

Claims Fiduciary. The Plan Administrator will act as “Claims Fiduciary,” except to the extent that the Plan Administrator has delegated the function to some other person or persons, committee or entity.

Fiduciary Duties. The Holder is entering into this Agreement solely in such Holder’s capacity as the record or Beneficial Owner of the Covered Securities and nothing herein is intended to or shall limit or affect any actions taken by the Holder or any of the Holder’s designees, as applicable, serving in his or her capacity as a director or officer of the Company or any of its Subsidiaries. The taking of any actions (or failures to act) by the Holder or the Holder’s designees, as applicable, serving as a director or officer of the Company or any of its Subsidiaries (in such capacity as a director or officer) shall not be deemed to constitute a breach of this Agreement. For the avoidance of doubt, all action taken by a Holder hereunder shall be deemed solely in such Holder’s capacity as the record or Beneficial Owner of the Covered Securities and shall not be imputed to, and shall not be considered to be any action of, such designees of the Holder.

Fiduciary Duties. The Holder is entering into this Agreement solely in such Holder’s capacity as the record or Beneficial Owner of the Covered Securities and nothing herein is intended to or shall limit or affect any actions taken by the Holder or any of the Holder’s designees, as applicable, serving in his or her capacity as a director or officer of the Company or any of its Subsidiaries. The taking of any actions (or failures to act) by the Holder or the Holder’s designees, as applicable, serving as a director or officer of the Company or any of its Subsidiaries (in such capacity as a director or officer) shall not be deemed to constitute a breach of this Agreement. For the avoidance of doubt, all action taken by a Holder hereunder shall be deemed solely in such Holder’s capacity as the record or Beneficial Owner of the Covered Securities and shall not be imputed to, and shall not be considered to be any action of, such designees of the Holder.

Named Fiduciary. The Plan Administrator shall be the named fiduciary under the Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

Named Fiduciary. Bank is hereby designated as the “Named Fiduciary” as of the date hereof until the termination of this Agreement or until Bank by notice designates another “Named Fiduciary.” The Named Fiduciary shall be responsible for the management, control and administration of the Policy’s death benefits. The Named Fiduciary may, in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities.

Notwithstanding anything to the contrary herein, but without prejudice to the rights of the Supporting Lenders to terminate this RSA if such action or inaction results in a breach in any respect by the Company of any of its respective covenants, obligations, representations, or warranties contained in this RSA or in any of the Definitive Documents, or otherwise gives rise to a Termination Event: # the Company shall be permitted to take (or permitted to refrain from taking) any action with respect to the Restructuring to the extent the board of directors, board of managers, or similar governing body of the Company determines, in good faith based upon advice of outside counsel, that taking such action, or refraining from taking such action, as applicable, is reasonably required to comply with applicable law, including its fiduciary duties, and may take such action without incurring any liability, and # the officers and employees of the Company shall not be required to take any action inconsistent with applicable law; provided, however, that the Company shall # provide three (3) business days’ prior written notice to the Supporting Lenders and their advisors (the “Alternative Proposal Notice Period”) that the Company is prepared to terminate this RSA to pursue an Alternative Proposal, which notice shall include the full terms and conditions of the transaction that constitutes such Alternative Proposal and (Y), together with the Company’s advisors and representatives, negotiate with the Supporting Lenders and their advisors and representatives in good faith to make such adjustments in the terms and conditions of this RSA and the Restructuring so that such Alternative Proposal ceases to constitute a superior proposal, if the Supporting Lenders, in their sole discretion, propose to make any such adjustments; provided, further that, if at any time after the Company provides notice pursuant to Section 3.02(d)(i)(X), there is any material revision to the terms of the applicable Alternative Proposal, the Alternative Proposal Notice Period shall be extended, if applicable, to ensure that at least three (3) business days remain in the Alternative Proposal Notice Period subsequent to the time the Company (or its advisors or representatives) notifies the Supporting Lenders of any such material revision.

means the Administrative Committee and the Investment Committee.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: # Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of the Shares, and not in Stockholder’s capacity as a director, officer or employee of the Company or any of the Company’s Subsidiaries or in Stockholder’s capacity as a trustee or fiduciary of any Company Stock Plan, and # nothing herein will be construed to limit or affect any action or inaction by Stockholder or any representative of Stockholder, as applicable, serving on the board of directors of the Company or any Subsidiary or as an officer or fiduciary of the Company or any Subsidiary of the Company, acting in such person’s capacity as a director, officer, employee or fiduciary of the Company or any Subsidiary of the Company.