Claims. No claim shall be considered under these administrative procedures unless it is filed with the Plan Administrator within two (2) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim. Every untimely claim shall be denied by the Plan Administrator without regard to the merits of the claim.

Claims. Such Investor will, from and after the Certification Date, hold at least $1,000,000 in aggregate principal amount of Rights Offering Allowed Claims.

No Fiduciary Duty. Each of the [[Consenting Lenders:Organization]] and their Affiliates (collectively, solely for purposes of this paragraph, the “Banks”) may have economic interests that conflict with those of the Obligors, their stockholders and/or their Affiliates. The Borrower agrees that nothing in this Agreement or the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, and the Obligors, their stockholders or their Affiliates, on the other. The Borrower acknowledges and agrees that # the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand, and the Obligors, on the other, and # in connection therewith and with the process leading thereto, # no Bank has assumed an advisory or fiduciary responsibility in favor of any Obligor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank has advised, is currently advising or will advise any Obligor, its stockholders or its Affiliates on other matters) or any other obligation to any Obligor except the obligations expressly set forth in the Loan Documents and # each Bank is acting solely as principal and not as the agent or fiduciary of any Obligor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

No Fiduciary Relationship. Each Borrower, on behalf of itself and its subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrowers, the Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders, the Issuing Banks or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. The Administrative Agent, the Lenders, the Issuing Banks and their Affiliates may, in addition to providing or participating in commercial lending facility such as that provided hereunder, be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Company and its Subsidiaries or other Affiliates, and none of the Administrative Agent, the Lenders, the Issuing Bank or their Affiliates has any obligation to disclose any of such interests to the Company or any of its Subsidiaries or other Affiliates. To the fullest extent permitted by law, each Borrower, on behalf of itself and its subsidiaries, hereby agrees not to assert any claims against any of the Administrative Agent, the Arrangers, the

Named Fiduciary; Administration. The Company is the named fiduciary of the Plan, and shall administer the Plan, acting through the Committee.

No Fiduciary Duty. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Indemnitee. Furthermore, to the fullest extent enforceable under applicable law, each of the Members and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Indemnitee to each other and to the Company are only as expressly set forth in this Agreement. To the extent that the provision of this Agreement restrict the duties and liabilities of a Indemnitee otherwise existing at law or in equity, such provisions of this Agreement are agreed by the Members to replace such other duties and liabilities of such Indemnitee. Whenever in this Agreement a Indemnitee is permitted or required to make a decision (including a decision that is in

No Fiduciary Relationship. Subordinated Creditor agrees that Senior Lender and each Senior Secured Party shall not be deemed or otherwise considered to be acting in any fiduciary capacity on behalf of Subordinated Creditor or the Subordinated Debt by virtue of this Agreement or otherwise.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

Fiduciary Duties; No Conflicts. As a member of the Board, you will have fiduciary duties to the Company and its stockholders. By counter-signing this letter, you represent and warrant to the Company that your service on the Board will not breach or conflict with any agreement or other arrangement between you and any third party, and you agree not to enter into any agreement or other arrangement that conflicts with your ability to serve on the Board. You agree that if a conflict of interest arises during your tenure on the Board, based upon your employment, engagement or participation with or ownership of any other firm or entity or otherwise, you will promptly disclose such conflict to the Board in writing.

Section # Administration…………………………………………………………25 Section 11.2 Allocation of Fiduciary Responsibilities; Composition and Powers of Committee……………………………………………………….25 Section 11.3 Indemnification ………………………………………………………. 27 Section 11.4 Claims Procedures……………………………………………………. 28