The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

at the request of any Subscriber of Registered Securities, give its Transfer Agent instructions (supported by an opinion

The Company agrees that in the event that the Transfer Agent resigns as the Company's transfer agent, or if the Company decides to switch or terminate the current Transfer Agent, the Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable Instructions within five (5) business days.

The Seller shall have delivered, or caused to be delivered, # to the Purchaser a copy of the duly executed irrevocable stock power sent to the Transfer Agent (or other instrument of transfer satisfactory to the Transfer Agent to effect the transfer of the Shares), and # to the Transfer Agent such instructions and other documentation satisfactory to the Transfer Agent to effect the transfer of the Shares in book-entry form.

Replacement of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower fails to provide prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the

Written money transfer instructions, in substantially the form of [Exhibit C], addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.

[Please insert complete wire transfer instructions.]

subject to the last sentence of [Section 2.1], a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis, a copy of an account statement issued by the Transfer Agent evidencing a book entry notification in the name of the Purchaser evidencing a number of shares of Preferred Stock equal to the Purchaser’s Subscription Amount divided by the Per Preferred Purchase Price, registered in the name of the Purchaser; and

Agent. Ford Credit hereby irrevocably designates Ford as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as Ford, in its sole discretion, may deem appropriate in any and all matters (including Audits) relating to any Tax Return described in [Section 2.1] of this Agreement.

Agent. For purposes of this Agreement, the term “agent” of the Company means any person who: # is or was a director, officer, employee or other fiduciary of the Company, the Parent or another affiliate of the Company; or # is or was serving at the request or for the convenience of, or representing the interests of, the Company, the Parent or another affiliate of the Company, as a director, officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.