I hereby irrevocably elect to receive the cash and shares of Stock issuable pursuant to any RSUs (and any associated Dividend Equivalents) granted to me in ​ and any future calendar years, until such time as a new signed Deferral Election Form is received by

A Director who elects to participate in the deferral of Director’s Fees under the Plan shall file a deferral election on a form, which shall indicate:

Election Changes. A Participant may not change his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in compliance with [Section 409A] of the Code.

Deferral Election. Each Director may elect, with respect to any Year, that all or any percentage of his or her Eligible Compensation be deferred in accordance with the terms of this Plan.

Rederral Election. A Participant making a valid election under this Section 5.2 may elect to further defer the date on which payment for any Plan Year’s deferrals and any HP Matching Contributions (and earnings thereon) was originally scheduled to commence, under either the single sum or the annual installment election addressed in Section 5.2(a). Any such rederral election most postpone the originally elected commencement date by at least five (5) years and must be made at least twelve (12) months prior to the date on which the original payment was scheduled to occur. In addition, no such redeferral election shall take effect and be considered valid until twelve (12) months from the date the redeferral election is made.

Holder's Election. Holder's failure to exercise the election described in this Section 4 with respect to any event of default shall not constitute a waiver of the right to exercise such election upon the occurrence of any subsequent default.

Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.09 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

Requests for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the ​) not earlier than 60 days and not later than 30 days prior to any anniversary of the Closing Date, request that the Maturity Date then in effect hereunder (the “Existing Maturity Date”) be extended for an additional one year from the Existing Maturity Date; provided however, that, the Company may only request up to two one-year extensions of the Existing Maturity Date.

Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.