The Lender shall, so long as the Credit Facility remains outstanding, be entitled to have one individual who is reasonably acceptable to the Borrower serve as a representative (the “Lender Representative”) to attend and participate (but not vote) at meetings (in person and teleconference) of the Board of Directors for the Borrower and any committee thereof including any advisory committee, which is formally constituted by the Board of Directors for the Borrower (each, a “Committee”) and convened or called at any time hereafter. If the Board of Directors or any Committee determines in good faith that the exclusion of the Lender Representative from any meeting or portion thereof or the withholding of any information or materials from the Lender Representative is reasonably necessary to # in the good-faith advice of legal counsel, preserve the attorney-client privilege of the Loan Parties with respect to a matter that, if disclosed to the Lender Representative, would jeopardize a Loan Party’s claim of privilege with respect to such matter, or # avoid a conflict of interest, then the Borrower will have the right to exclude the Lender Representative from those portions of any such meeting or withhold those portions of information or materials from the Lender Representative; provided, however, that in any event, the Lender Representative shall receive notice of # the occurrence of such meeting at the same time as the Board of Directors of Borrower and # the exclusion of such materials (but not the substance thereof). The Lender Representative shall be sent notices of meetings of the Board of Directors of the Borrower and the Committees and provided with copies of all other materials provided to the Board of Directors and the Committees including material relating to financial performance review, business proposals and budgets of the Borrower, at the same time as such documents are sent to the Board of Directors and members of the Committees. The Lender Representative shall also receive copies of minutes of all meetings of the Board of Directors of the Borrower and the Committees and of all resolutions passed by the Board of Directors and the Director Committees promptly following such meetings being held or resolutions being passed, as the case may be. The Lender Representative shall not be entitled to receive director fees or other additional compensation unless otherwise agreed to by the Borrower (e.g. for special projects or initiatives) nor shall the Lender Representative be reimbursed by the Borrower for any out of pocket, travel and accommodation and subsistence expenses incurred in connection with attending any meeting of the Board of Directors of the Borrower and the Director Committees. At the request of the Borrower, the Lender Representative shall execute a confidentiality agreement in a form reasonably acceptable to the Company.

Lender Representation. (a) Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

Lender ERISA Representation and Warranty. Each Lender represents and warrants as of the date hereof to Administrative Agent and Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of Borrower or any Guarantor, that # such Lender is not and will not be # an “employee benefit plan,” as defined in [Section 3(3)] of ERISA or # a “plan” within the meaning of Section 4975(e) of the Code; # the assets of such Lender do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29

Representation. You hereby represent to the Company that the execution and delivery of this consulting agreement by you and the Company and your performance of your duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which you are a party or otherwise bound. In addition, you acknowledge and agree that you will be subject to the Company’s policies and procedures, including with respect to the use of confidential information, limitations on personal securities trading and disclosures regarding your other business activities and associations (e.g., directorships). Further, you acknowledge that you remain subject to continued compliance with any restrictive covenants contained in the award agreements governing your outstanding equity compensation or deferred awards in accordance with their respective terms.

Further Lender Representation. Unless either # [Section 12.12.1(a)] is true with respect to a Lender or # such Lender has provided another representation, warranty and covenant in accordance with [Section 12.12.1(d)], such Lender further # represents and warrants, as of the date it became a Lender hereunder, and # covenants, from the date it became a Lender hereunder to the date it ceases to be a Lender hereunder, for the benefit of Agent, the other Arranger and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that none of Agent, the other Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in its entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents (including in connection with the reservation or exercise of any rights by Agent under any Loan Document).

Further Lender Representation. Unless [Section 12.13.1(a) or (d)])] is true with respect to a Lender, such Lender further represents and warrants, as of the date it became a Lender hereunder, and covenants, from the date it became a Lender to the date it ceases to be a Lender hereunder, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of any Obligor, that Agent is not a fiduciary with respect to the assets of such Lender involved in its entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents (including in connection with the reservation or exercise of any rights by Agent under any Loan Document).

REPRESENTATION. The Executive represents that he has disclosed to the Company all confidentiality, non-competition, non-solicitation, rights to inventions and other similar agreements under which he is currently bound. The Executive further represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he

Representation. [Section 3.1(m)] of the Loan Agreement is hereby amended in its entirety to read as follows:

Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the Restricted Shares and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.