Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS The Trust represents and warrants that: (i1) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii2) That The execution and delivery of this Agreement have been duly authorized by all necessary action on its part, and this Agreement constitutes the payment to Financial Intermediary valid and binding obligation of any fees pursuant hereto is authorized under the Shareholder Servicing AgreementTrust. B. Financial Intermediary Recordkeeper represents, warrants and agrees that: (i1) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii2) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial IntermediaryRecordkeeper; (iii3) It currently does, does and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers the Plans (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv4) To the extent Shares are purchased by Customers Participants through a Plan that is a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v5) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi6) That if it plans to participate in the Depository Trust Clearing Corporation’s (“DTCC’s ”) Mutual Fund Settlement Entry and Registration Verification system or its Defined Contribution Clearing and Settlement Service (“Fund/SERV”), and/or in Networkingits Networking System, Financial Intermediary Recordkeeper is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii7) The providing of its services set forth on Exhibit C in Section 1 hereof will in no event be primarily intended to result in the sale of Shares; and (viii) 8) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ the Trust’s request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS (a) Each Trust represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That The execution and delivery of this Agreement has been duly authorized by all necessary action on its part, and this Agreement constitutes the payment to Financial Intermediary valid and binding obligation of any fees pursuant hereto is authorized under the Shareholder Servicing AgreementTrust. B. (b) Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein Services have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to the Customers (( and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein Services to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to Services any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary It is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreementDTCC; (vii) The providing of its Its services set forth on Exhibit C Schedule A hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDSthe Funds’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS (a) On the Effective Date, each Party represents and warrants to the other Party that: (i) It has the requisite authority to enter into this Agreement is duly organized, validly existing and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized in good standing under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has laws of the requisite authority to enter into this Agreement and to perform the services contemplated hereinjurisdiction of its formation; (ii) The execution execution, delivery and delivery performance of this Agreement and the performance of the services contemplated herein are within its powers, have been duly authorized by all necessary corporate action on and do not violate any of the terms and conditions in its partgoverning documents, and this Agreement constitutes the valid and binding obligation of Financial Intermediaryany contracts to which it is a party or any Applicable Laws; (iii) It currently does, This Agreement constitutes a legally valid and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) binding obligation enforceable against it in accordance with applicable laws and regulationsits terms, subject to any Equitable Defenses; (iv) To There is not pending, or to its knowledge, threatened against it or, in the extent Shares are purchased by Customers through a defined contribution plan subject case of Seller, any of its Related Entities, any legal proceeding that could materially adversely affect its ability to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in perform under this Agreement will be disclosed to the Plan(s) through their representativesAgreement; (v) Either (a) it is not a “fiduciary” No Event of Default with respect to the provision it has occurred and is continuing and no such event or circumstance will occur as a result of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); its entering into or (b) performing its receipt of fees pursuant to obligations under this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the CodeAgreement; (vi) That if it plans It is acting for its own account, and its decision to participate enter into this Agreement is based upon its own judgment, not in reliance upon the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member advice or recommendations of the DTCC or otherwise has access to Fund/SERV other Party and it has executed is capable of assessing the merits of and filed with understanding, and understands and accepts the DTCC the standard Networking agreementterms, conditions and risks of this Agreement; (vii) The providing It has not relied on any promises, representations, statements or information of its services set forth on Exhibit C hereof will any kind whatsoever that are not contained in no event be primarily intended this Agreement in deciding to result in the sale of Sharesenter into this Agreement; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each has entered into this Agreement in connection with the conduct of its employees business and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees has the capacity or ability to provide or receive the Power Product as contemplated by this Agreement. (b) On the Effective Date: (i) Each Party covenants to the other such information Party that, it has or documentation will timely acquire all regulatory authorizations necessary for such party it to fulfill legally perform its obligations hereunder under this Agreement; and (ii) If Section 1.02(a) provides that the Generating Facility is an Existing Qualifying Facility, then, Seller represents and such other information or documentation warrants to Buyer that the Generating Facility qualifies as either party may reasonably requestan Existing Qualifying Facility.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (viiv) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viiivi) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; (ii) The execution and delivery of this Agreement have been duly authorized by all necessary action on its part, and this Agreement constitutes the valid and binding obligation of JPMDS; and (iiiii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to the Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary It is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreementDTCC; (vii) The providing of its services set forth on in Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS 1.1 The Company represents and warrants to, and agrees with you that: (ia) It The Company has filed with the requisite authority to enter into this Agreement Securities and to make Exchange Commission (the payments contemplated herein; and "Commission") a registration statement (iiNo. 333-________) That on Form S-3 for the payment to Financial Intermediary of any fees pursuant hereto is authorized registration under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”"Act"), of Mortgage Pass-Through Certificates (issuable in series), including the Certificates, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 424(b) under the rules and regulations of the Commission under the Act (the "1933 Act Regulations") a supplement dated ________________. 200_ (the "Prospectus Supplement"), to the prospectus dated ______________, 200_ (the "Basic Prospectus"), relating to the Certificates and the method of distribution thereof. Such registration statement (No. 333-________) including exhibits thereto and any information incorporated therein by reference, as amended at the date hereof, is hereinafter called the "Registration Statement"; and the Basic Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together with any amendment thereof or supplement thereto authorized by the Company on or prior to the Closing Date for use in connection with the offering of the Certificates, are hereinafter called the "Prospectus". Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424, or prior to the effective date of the Registration Statement pursuant to Rule 402(a), or 424(a) is hereinafter called a "Preliminary Prospectus Supplement." (b) its receipt The Registration Statement has become effective, and the Registration Statement as of fees the effective date (the "Effective Date"), and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the 1933 Act Regulations; and the Registration Statement, as of the Effective Date, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus, as of the date of the Prospectus Supplement, did not, and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto relating to the information identified in Exhibit D (the "Excluded Information"); and provided, further, that the Company makes no representations or warranties as to either (i) any information in any Computational Materials or ABS Term Sheets (each as hereinafter defined) required to be provided by the Underwriter to the Company pursuant to this Agreement and Section 4.2, except to the provision extent of any information set forth therein that constitutes Pool Information (as defined below), or (ii) as to any information contained in or omitted from the portions of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined Prospectus identified in Section 406 of ERISA and Section 4975 of the Code; Exhibit E (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.the

Representations, Warranties and Covenants. A. JPMDS represents (a) Forum represents, warrants and warrants covenants to the Trust that: (i) It has is a limited liability company duly organized and existing and in good standing under the requisite authority laws of the State of Delaware; (ii) It is duly qualified to carry on its business in the State of Maine; (iii) It is empowered under applicable laws and by its Operating Agreement to enter into this Agreement and perform its duties under this Agreement; (iv) All requisite corporate proceedings have been taken to make authorize it to enter into this Agreement and perform its duties under this Agreement; (v) It has and will continue to have access to the payments contemplated hereinnecessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Forum, enforceable against Forum in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) It is and will remain registered as a transfer agent under Section 17A of the 1934 Act; and (iiviii) That It has and will retain all licenses, permits and registrations necessary to perform its duties under this Agreement; and (ix) It shall promptly notify the payment to Financial Intermediary of Trust if any fees pursuant hereto is authorized under the Shareholder Servicing Agreementrepresentation, warranty or covenant contained in this Section 8 becomes untrue in any material respect. B. Financial Intermediary (b) The Trust represents, warrants and agrees covenants to Forum that: (i) It has is a business trust duly organized and existing and in good standing under the requisite authority laws of Massachusetts; (ii) It is empowered under applicable laws and by its Organic Documents to enter into this Agreement and to perform the services contemplated hereinits duties under this Agreement; (iiiii) The execution and delivery of All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (iv) It is and will remain an open-end management investment company registered under the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part1940 Act; (v) This Agreement, when executed and this Agreement constitutes the delivered, will constitute a legal, valid and binding obligation of Financial Intermediary; (iii) It currently doesthe Trust, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable against the Trust in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan its terms, subject to Title I bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the Employee Retirement Income Security Act rights and remedies of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, creditors and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)secured parties; or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code;and (vi) That if it plans A registration statement under the Securities Act is currently effective and will remain effective, and appropriate State securities law filings have been made and will continue to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)be made, and/or in Networking, Financial Intermediary is a member with respect to all Shares of the DTCC or otherwise has access to Fund/SERV Funds and it has executed and filed with Classes of the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary Trust being offered for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestsale.

Representations, Warranties and Covenants. A. JPMDS represents 1. On the date of this Agreement, WFOE makes the following representations, warranties and warrants thatcovenants: a) WFOE is a foreign-invested limited liability company legally established and validly existing in accordance with the laws of PRC and has independent legal personality; b) WFOE has the right to sign and perform this Agreement, and it has obtained all necessary and appropriate approvals and authorizations for the signing and performance of this Agreement; c) This Agreement constitutes the legally valid and enforceable obligations binding on the WFOE on the effective date of this Agreement; d) WFOE guarantees that it will use its best effort to provide relevant services to the Domestic Affiliates in accordance with the relevant laws, regulations, regulatory documents and bylaws; e) WFOE’s signing and performance of this Agreement does not violate the currently valid laws, regulations, rules applicable to it or its bylaws. Its signing and performance of this Agreement does not violate any court judgment or arbitral award, or any administrative decision, approval, license or any other agreement under which it is a party or that is binding on it, and will not result in the suspension, revocation, confiscation or expiration (iwith failure to renew) of any approval, license or qualification of the government department applicable to it. 2. Prior to the termination of this Agreement, each of the Domestic Affiliates shall makes the following representations, warranties and covenants: a) It is a limited liability company established and validly existing in accordance with the laws of PRC and has independent legal personality; b) It has the requisite authority right to sign and perform this Agreement, and it has obtained all necessary and appropriate approvals and authorizations for the signing and performance of this Agreement; c) This Agreement constitutes the legally valid and enforceable obligation binding on it on the effective date of this Agreement; d) All documents, materials and information submitted by the Domestic Affiliates to WFOE before and after the signing of this Agreement are true, complete and accurate, and there are no falsehoods, omissions or serious misleading; e) The debt situation of the Domestic Affiliates disclosed by the Domestic Affiliates to the WFOE is true, complete and accurate; f) Except for the pledge set by the Domestic Affiliates due to the Cooperation Agreements, there are no other encumbrances or restrictions of rights on the assets and other rights held by the Domestic Affiliates; g) The Domestic Affiliates will strictly abide by the provisions under this Agreement and will not conduct any acts/inactions that will affect the validity and enforceability of this Agreement; h) The signing and performance of the Agreement by the Domestic Affiliates does not violate the existing valid laws, regulations, regulations applicable to it or its bylaws. Its signing and performance of this agreement does not violate any court judgment or arbitral award or any administrative decision, approval, license or any other agreement under which it is a party or that is binding on its equity interest or other assets, and will not result in the suspension, revocation, confiscation or expiration (with failure to renew) of any approval, license or qualification of the government department applicable to it. 3. On the date of this Agreement, each of the Likeshuo Education Shareholders makes the following representations, warranties and covenants, severally but not jointly: a) It has full civil capacity and legal capacity to enter into this Agreement and enjoy rights and undertake obligations under this Agreement; b) On the effective date of this Agreement, Likeshuo Education Shareholders are the legal owner of the equities of Likeshuo Education, and Likeshuo Education Shareholders holds a total of 100% of the Likeshuo Education’s equities; c) In addition to make the payments contemplated herein; andrights restrictions set on the equities due to the Cooperation Agreements, the equities held by Likeshuo Education Shareholders in Likeshuo Education is free from any other encumbrances or rights restrictions; (iid) That This Agreement is signed by them and constitutes legal, valid and binding obligations on them; e) All documents, materials and information submitted by the payment Likeshuo Education Shareholders to Financial Intermediary WFOE before and after the signing of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement are true, complete and to perform the services contemplated hereinaccurate, without any falsehood, omission or serious misleading; (iif) The execution and delivery Likeshuo Education Shareholders will strictly abide by the terms of this Agreement and will not conduct any act/inaction that would affect the validity and enforceability of this Agreement; g) Its performance of this agreement does not violate the services contemplated herein have been duly authorized by all necessary corporate action currently valid laws, regulations or regulations applicable to it. Its signing and performance of this Agreement does not violate any court judgment, arbitral award any administrative decision or any other agreement under which it is a party or that is binding on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws equity interest or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestassets.

Representations, Warranties and Covenants. A. JPMDS Issuer represents and warrants thatand covenants that immediately before and after giving effect to this Amendment: (a) Except as disclosed in writing to the Servicer and Disbursing Agent prior to the execution of this Amendment and other than the representation set forth in Section 5.9 of the Disbursing Agreement, (i) It has each of the requisite authority to enter into this representations and warranties contained in the Disbursing Agreement and in any other document furnished in connection therewith is true and correct in all material respects (provided that any representation and warranty that is qualified as to make “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects) on the payments contemplated hereindate hereof (provided, that those representations and warranties expressly referring to a specific date are true and correct in all material respects (or in all respects, if such representation and warranty is qualified as to “materiality”, “Material Adverse Effect” or similar language) as of such date); and and (ii) That the payment to Financial Intermediary no Event of any fees pursuant hereto is authorized Default or “Event of Default” as defined under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants Indenture has occurred and agrees that: (i) It has the requisite authority is continuing or would exist after giving effect to enter into this Agreement and to perform the services contemplated hereinAmendment; (iib) The execution the execution, delivery and delivery performance of this Agreement and Amendment are within the performance of the services contemplated herein have Co-Obligors’ corporate (or equivalent) powers, has been duly authorized by all necessary corporate action on its partof the Issuer, has been duly executed and delivered by the Issuer, does not and will not conflict with nor constitute a breach of any provision contained in any Co-Obligors’ constituent or organizational documents, does not and will not constitute an event of default under any material agreement to which any Co-Obligor is a party or any Co-Obligor is bound and does not violate the terms of the Indenture; (c) this Agreement constitutes Amendment is the legal, valid and binding obligation of Financial Intermediary; (iii) It currently doesthe Co-Obligors, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable against the Co-Obligors in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan its terms, subject to Title I bankruptcy, insolvency and similar laws affecting the enforceability of the Employee Retirement Income Security Act creditors’ rights generally and to general principles of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesequity; and (viiid) It will maintain comprehensive general liability coverage no Event of Default or payment default under Section 8.1 of the Disbursing Agreement or Section 6.01 of the Indenture has occurred and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestis continuing.

Representations, Warranties and Covenants. A. JPMDS represents 1. On the date of this Agreement, WFOE makes the following representations, warranties and warrants thatcovenants: a) WFOE is a foreign-invested limited liability company legally established and validly existing in accordance with the laws of PRC and has independent legal personality; b) WFOE has the right to sign and perform this Agreement, and it has obtained all necessary and appropriate approvals and authorizations for the signing and performance of this Agreement; c) This Agreement constitutes the legally valid and enforceable obligations binding on the WFOE on the effective date of this Agreement; d) WFOE guarantees that it will use its best effort to provide relevant services to the Domestic Affiliates in accordance with the relevant laws, regulations, regulatory documents and bylaws; e) WFOE’s signing and performance of this Agreement does not violate the currently valid laws, regulations, rules applicable to it or its bylaws. Its signing and performance of this Agreement does not violate any court judgment or arbitral award, or any administrative decision, approval, license or any other agreement under which it is a party or that is binding on it, and will not result in the suspension, revocation, confiscation or expiration (iwith failure to renew) of any approval, license or qualification of the government department applicable to it. 2. Prior to the termination of this Agreement, each of the Domestic Affiliates shall makes the following representations, warranties and covenants: a) It is a limited liability company and/or private non-enterprise unit legally established and validly existing in accordance with the laws of PRC and has independent legal personality; b) It has the requisite authority right to sign and perform this Agreement, and it has obtained all necessary and appropriate approvals and authorizations for the signing and performance of this Agreement; c) This Agreement constitutes the legally valid and enforceable obligation binding on it on the effective date of this Agreement; d) All documents, materials and information submitted by the Domestic Affiliates to WFOE before and after the signing of this Agreement are true, complete and accurate, and there are no falsehoods, omissions or serious misleading; e) The debt situation of the Domestic Affiliates disclosed by the Domestic Affiliates to the WFOE is true, complete and accurate; f) Except for the pledge set by the Domestic Affiliates due to the Cooperation Agreements, there are no other encumbrances or restrictions of rights on the assets and other rights held by the Domestic Affiliates; g) The Domestic Affiliates will strictly abide by the provisions under this Agreement and will not conduct any acts/inactions that will affect the validity and enforceability of this Agreement; h) The signing and performance of the Agreement by the Domestic Affiliates does not violate the existing valid laws, regulations, regulations applicable to it or its bylaws. Its signing and performance of this agreement does not violate any court judgment or arbitral award or any administrative decision, approval, license or any other agreement under which it is a party or that is binding on its equity interest or other assets, and will not result in the suspension, revocation, confiscation or expiration (with failure to renew) of any approval, license or qualification of the government department applicable to it. 3. On the date of this Agreement, each of the Meten Education Shareholders makes the following representations, warranties and covenants, severally but not jointly: a) It has full civil capacity and legal capacity to enter into this Agreement and enjoy rights and undertake obligations under this Agreement; b) On the effective date of this Agreement, Meten Education Shareholders are the legal owner of the equities of Meten Education, and Meten Education Shareholders holds a total of 100% of the Meten Education’s equities; c) In addition to make the payments contemplated herein; andrights restrictions set on the equities due to the Cooperation Agreements, the equities held by Meten Education Shareholders in Meten Education is free from any other encumbrances or rights restrictions; (iid) That This Agreement is signed by them and constitutes legal, valid and binding obligations on them; e) All documents, materials and information submitted by the payment Meten Education Shareholders to Financial Intermediary WFOE before and after the signing of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement are true, complete and to perform the services contemplated hereinaccurate, without any falsehood, omission or serious misleading; (iif) The execution and delivery Meten Education Shareholders will strictly abide by the terms of this Agreement and will not conduct any act/inaction that would affect the validity and enforceability of this Agreement; g) Its performance of this agreement does not violate the services contemplated herein have been duly authorized by all necessary corporate action currently valid laws, regulations or regulations applicable to it. Its signing and performance of this Agreement does not violate any court judgment, arbitral award any administrative decision or any other agreement under which it is a party or that is binding on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws equity interest or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestassets.

Representations, Warranties and Covenants. A. JPMDS represents Participant represents, warrants, and warrants covenants that: (i1) It Participant is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized, and is authorized to do business in Texas; (2) Participant has the requisite full power and authority to enter into this Agreement and perform all of Participant’s obligations, representations, warranties, and covenants under this Agreement; (3) Participant’s past, present, and future agreements or Participant’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to make which Participant is a party or by which its assets or properties are bound do not materially affect performance of Participant’s obligations under this Agreement; (4) The execution, delivery, and performance of this Agreement by Participant have been duly authorized by all requisite action of its governing body; (5) Except as set out in an exhibit (if any) to this Agreement, ERCOT has not, within the payments contemplated herein24 months preceding the Effective Date, terminated for Default any Prior Agreement with Participant, any company of which Participant is a successor in interest, or any Affiliate of Participant; (6) If any Defaults are disclosed on any such exhibit mentioned in subsection 4(A)(5), either (a) ERCOT has been paid, before execution of this Agreement, all sums due to it in relation to such Prior Agreement, or (b) ERCOT, in its reasonable judgment, has determined that this Agreement is necessary for system reliability, and Participant has made alternate arrangements satisfactory to ERCOT for the resolution of the Default under the Prior Agreement; (7) Participant has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and other authorizations and has taken, or will take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations except licenses, registrations, certifications, permits or other authorizations that do not materially affect performance under this Agreement; (8) Participant is not in violation of any laws, ordinances, or governmental rules, regulations or order of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (9) Participant is not Bankrupt, does not contemplate becoming Bankrupt nor, to its knowledge, will become Bankrupt; (10) Participant acknowledges that it has received and is familiar with the ERCOT Protocols; and (ii11) That Participant acknowledges and affirms that the payment to Financial Intermediary foregoing representations, warranties, and covenants are continuing in nature throughout the Term of any fees pursuant hereto is authorized this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Participant’s performance of its obligations under the Shareholder Servicing this Agreement. B. Financial Intermediary ERCOT represents, warrants warrants, and agrees covenants that: (i1) It ERCOT is the Independent Organization certified under PURA §39.151 for the ERCOT Region; (2) ERCOT is duly organized, validly existing, and in good standing under the laws of Texas, and is authorized to do business in Texas; (3) ERCOT has the requisite full power and authority to enter into this Agreement and to perform the services contemplated hereinall of ERCOT’s obligations, representations, warranties, and covenants under this Agreement; (ii4) ERCOT’s past, present, and future agreements or ERCOT’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to which ERCOT is a party or by which its assets or properties are bound do not materially affect performance of ERCOT’s obligations under this Agreement; (5) The execution execution, delivery, and delivery performance of this Agreement and the performance of the services contemplated herein by ERCOT have been duly authorized by all necessary corporate requisite action on of its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediarygoverning body; (iii6) It currently doesERCOT has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and willother authorizations and has taken, conduct its activities hereunder in material conformity with or will take prior to beginning performance under this Agreement, all actions required by applicable federal, state and industry laws or governmental regulations and will disclose its receipt of fees hereunder to Customers (andexcept licenses, if requiredregistrations, will obtain their consent to such receipt) in accordance with applicable laws and regulationscertifications, permits or other authorizations that do not materially affect performance under this Agreement; (iv7) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I ERCOT is not in violation of the Employee Retirement Income Security Act any laws, ordinances, or governmental rules, regulations or order of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in any Governmental Authority or arbitration board materially affecting performance of this Agreement will be disclosed and to the Plan(s) through their representativeswhich it is subject; (v) Either (a) it 8) ERCOT is not a “fiduciary” with respect Bankrupt, does not contemplate becoming Bankrupt nor, to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAits knowledge, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesbecome Bankrupt; and (viii9) It will maintain comprehensive general liability coverage ERCOT acknowledges and will carry affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the Term of this Agreement. For purposes of this Section, “materially affecting performance,” means resulting in a fidelity bond covering it and each materially adverse effect on ERCOT’s performance of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate obligations under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis Agreement.

Representations, Warranties and Covenants. A. JPMDS represents Participant represents, warrants, and warrants covenants that: (i1) It Participant is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized and is authorized to do business in Texas; (2) Participant has the requisite full power and authority to enter into this Agreement and perform all obligations, representations, warranties and covenants under this Agreement; (3) Participant’s past, present and future agreements or Participant’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to make which Participant is a party or by which its assets or properties are bound do not materially affect performance of Participant’s obligations under this Agreement; (4) Market Participant’s execution, delivery and performance of this Agreement by Participant have been duly authorized by all requisite action of its governing body; (5) Except as set out in an exhibit (if any) to this Agreement, ERCOT has not, within the payments contemplated hereintwenty-four (24) months preceding the Effective Date, terminated for Default any Prior Agreement with Participant, any company of which Participant is a successor in interest, or any Affiliate of Participant; (6) If any Defaults are disclosed on any such exhibit mentioned in subsection 4(A)(5), either (a) ERCOT has been paid, before execution of this Agreement, all sums due to it in relation to such Prior Agreement, or (b) ERCOT, in its reasonable judgment, has determined that this Agreement is necessary for system reliability and Participant has made alternate arrangements satisfactory to ERCOT for the resolution of the Default under the Prior Agreement; (7) Participant has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and other authorizations and has taken, or will take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations except licenses, registrations, certifications, permits or other authorizations that do not materially affect performance under this Agreement; (8) Participant is not in violation of any laws, ordinances, or governmental rules, regulations or order of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (9) Participant is not Bankrupt, does not contemplate becoming Bankrupt nor, to its knowledge, will become Bankrupt; (10) Participant acknowledges that it has received and is familiar with the ERCOT Protocols; and (ii11) That Participant acknowledges and affirms that the payment to Financial Intermediary foregoing representations, warranties and covenants are continuing in nature throughout the term of any fees pursuant hereto is authorized this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Participant’s performance of its obligations under the Shareholder Servicing this Agreement. B. Financial Intermediary ERCOT represents, warrants and agrees covenants that: (i1) It ERCOT is the Independent Organization certified under PURA §39.151 for the ERCOT Region; (2) ERCOT is duly organized, validly existing and in good standing under the laws of Texas, and is authorized to do business in Texas; (3) ERCOT has the requisite full power and authority to enter into this Agreement and to perform the services contemplated hereinall of ERCOT’s obligations, representations, warranties and covenants under this Agreement; (ii4) ERCOT’s past, present and future agreements or ERCOT’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to which ERCOT is a party or by which its assets or properties are bound do not materially affect performance of ERCOT’s obligations under this Agreement; (5) The execution execution, delivery and delivery performance of this Agreement and the performance of the services contemplated herein by ERCOT have been duly authorized by all necessary corporate requisite action on of its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediarygoverning body; (iii6) It currently doesERCOT has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and willother authorizations and has taken, conduct its activities hereunder in material conformity with or will take prior to beginning performance under this Agreement, all actions required by applicable federal, state and industry laws or governmental regulations and will disclose its receipt of fees hereunder to Customers (andexcept licenses, if requiredregistrations, will obtain their consent to such receipt) in accordance with applicable laws and regulationscertifications, permits or other authorizations that do not materially affect performance under this Agreement; (iv7) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I ERCOT is not in violation of the Employee Retirement Income Security Act any laws, ordinances, or governmental rules, regulations or order of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in any Governmental Authority or arbitration board materially affecting performance of this Agreement will be disclosed and to the Plan(s) through their representativeswhich it is subject; (v) Either (a) it 8) ERCOT is not a “fiduciary” with respect Bankrupt, does not contemplate becoming Bankrupt nor, to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAits knowledge, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesbecome Bankrupt; and (viii9) It will maintain comprehensive general liability coverage ERCOT acknowledges and will carry affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the term of this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a fidelity bond covering it and each materially adverse effect on ERCOT’s performance of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate obligations under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis Agreement.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: : (i) It it has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and and (ii) That that the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: : (i) It it has the requisite authority to enter into this Agreement and to perform the services contemplated herein; ; (ii) The the execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; ; (iii) It currently doesit is, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations regulations, and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; ; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title its services under Section I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and and (viiiv) It it will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS (a) While this Plan is in effect, each of Affiliated Purchaser and Broker agree not to discuss with the other Issuer’s business, operations or prospects or any other information likely to be related to the value of the Shares or likely to influence a decision to sell Shares. Notwithstanding the preceding sentence, with the approval of counsel to Broker, Affiliated Purchaser may communicate with Broker personnel who are not responsible for, and have no ability to influence, the execution of this Plan. (b) Affiliated Purchaser represents and warrants to Broker that this Plan and the transactions contemplated hereby have, to the extent applicable, been duly authorized by Affiliated Purchaser. (c) Affiliated Purchaser represents and warrants to Broker that neither it, Issuer nor any “affiliated purchaser” (as defined in Rule 10b-18) of Issuer has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the Commencement Date. (d) Affiliated Purchaser represents and warrants to Broker that it is not aware of any material, nonpublic information concerning Issuer or Issuer’s securities (“Material, Nonpublic Information”) and is entering into this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, to the extent applicable to Affiliated Purchaser. (e) Broker represents and warrants to Affiliated Purchaser that it has implemented reasonable policies and procedures, taking into consideration the nature of Broker’s business, to ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material, Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or the causing of any purchase or sale, of any security as to which Broker has Material, Nonpublic Information, as well as those that prevent such individuals from becoming aware of or being in possession of Material, Nonpublic Information. (f) Affiliated Purchaser represents and warrants to Broker that Affiliated Purchaser has not relied upon Broker or any person affiliated with Broker in connection with, Affiliated Purchaser’s adoption and implementation of this Plan. Affiliated Purchaser acknowledges that Broker is not acting as a fiduciary or advisor for Affiliated Purchaser. (g) While this Plan is in effect, Affiliated Purchaser agrees not to enter into or alter any corresponding or hedging transaction or position with respect to any Shares, including securities exchangeable or convertible into Shares. (h) Affiliated Purchaser agrees that:, during the period from the Commencement Date to the date falling that number of days following the Termination Date equal to the “restricted period” applicable to Issuer, it will not, and will not permit Issuer to, engage in any “distribution” with respect to which the Shares are a “covered security” (as such terms are defined in Regulation M) or any other activity that would prohibit purchase of Shares by Broker. In the event the Affiliated Purchaser becomes aware of any action taken by the Issuer during the Plan Period to engage in any such distribution, it will promptly deliver a Cancellation Notice to Broker. (i) It has Affiliated Purchaser represents and warrants that as of the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary time of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The Affiliated Purchaser’s execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partPlan, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws Affiliated Purchaser has not entered into any similar plan or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” agreement with respect to Shares or any security or interest convertible into or exchangeable for Shares. Affiliated Purchaser agrees that without the provision prior written consent of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISABroker Affiliated Purchaser shall not, and Section 4975 shall take no steps to permit Issuer to, during the Plan Period, directly or indirectly (including, without limitation, by means of the Internal Revenue Code a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, any Shares (or an equivalent interest, including a unit of 1986beneficial interest in a trust or limited partnership or a depository share), as amended or any security convertible into or exchangeable for Shares (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined other than in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate connection with employee benefit plan transactions made in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”ordinary course), and/or in Networking, Financial Intermediary is a member . In the event the Affiliated Purchaser becomes aware of any such action taken by the DTCC or otherwise has access to Fund/SERV and it has executed and filed with Issuer during the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ requestPlan Period, it will furnish promptly deliver a certificate of insurance evidencing such coverage. Each party hereto agrees Cancellation Notice to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestBroker.

Representations, Warranties and Covenants. A. JPMDS represents 11.1 BRANCH makes the following representations, warranties, and warrants thatcovenants: (i) It 11.1.1. BRANCH is in good standing under the laws of the state in which BRANCH transacts business and has the all requisite power and authority to enter into carry on the business in which the BRANCH is engaged pursuant to the provisions of this Agreement. BRANCH6/7/2023 TWFGPage 12 11.1.2. XXXXXX has all requisite power and authority to execute, deliver, and perform this Agreement and all other agreements to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary representsbe executed and delivered by BRANCH in connection herewith. The execution, warrants delivery, and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement has been authorized, executed, and the performance delivered by BRANCH and all of the services contemplated herein have been duly authorized by all necessary corporate action on its partthose individuals claiming an ownership interest in BRANCH, and this Agreement constitutes the valid legal, valid, and binding obligation obligations of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) BRANCH enforceable against BRANCH in accordance with applicable laws its terms. 11.1.3. BRANCH shall, and regulations;shall require all Insurance Agents of BRANCH to, maintain all the necessary licenses, permits, and all approvals of any federal, state, or local governmental entity necessary to sell insurance and perform all other acts required under this Agreement. (iv) To the extent Shares are purchased 11.1.4. BRANCH shall only sell those Insurance Products offered by Customers through a defined contribution plan TWFG. XXXXXX agrees it shall not sell any other Insurance Products outside this Agreement. 11.1.5. XXXXXX acknowledges and agrees that it is one of numerous branches of TWFG. TWFG may set up any additional branches in its sole discretion, and these other branches may compete with BRANCH for Clients. 11.1.6. BRANCH is not subject to Title I any pending non-compete or related contracts which prevent BRANCH from entering into this Agreement or otherwise inhibit BRANCH’s ability to sell insurance. See Schedule 5 — Non-Competition/Non-Solicitation Agreements as to Prior Employer/Agency, attached hereto. 11.2 TWFG makes the following representations, warranties, and covenants: 11.2.1. TWFG is in good standing under the laws of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), states within which TWFG offers Products and has all requisite power and authority to carry on the arrangements provided for business in this Agreement will be disclosed which TWFG is engaged pursuant to the Plan(s) through their representatives;provisions of this Agreement. (v) Either (a) it is not a “fiduciary” with respect 11.2.2. TWFG has all requisite power to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAexecute, deliver and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to perform this Agreement and all other agreements to be executed and delivered by TWFG in connection herewith. The execution, delivery, and performance of this Agreement have been authorized, executed, and delivered by TWFG, and this Agreement constitutes the provision legal, valid, and binding obligations of TWFG enforceable against TWFG in accordance with its terms. 11.2.3. TWFG maintains all the necessary licenses, permits, and all approvals of any federal, state, or local governmental entity necessary for TWFG to sell Insurance Products and to perform all other acts required under this Agreement. 11.2.4. The performance of the services contemplated herein Parties’ obligations hereunder in accordance with the terms of this Agreement shall not, to the knowledge of TWFG, violate any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member provisions of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestany applicable laws.

Representations, Warranties and Covenants. A. JPMDS 1.1 The Depositor represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary representsto, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance with you that as of the services contemplated herein have been duly authorized by all necessary corporate action on its part, date hereof (or as of such other date as may be specified in the representation and this Agreement constitutes the valid and binding obligation of Financial Intermediary;warranty): (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not The Depositor has filed with the Securities and Exchange Commission (the “Commission”) a “fiduciary” with respect to registration statement (No. 333-131214) on Form S-3 for the provision registration under the Securities Act of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “CodeAct”), of Mortgage Pass-Through Certificates and Mortgage-Backed Notes (issuable in series), including the Certificates, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to you. The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the rules and regulations of the Commission under the Act (the “1933 Act Regulations”) a supplement dated April 24, 2007 (the “Prospectus Supplement”), to the prospectus dated November 27, 2006 (the “Base Prospectus”), relating to the Certificates and the method of distribution thereof. Such registration statement (No. 333-131214) including exhibits thereto and any information incorporated therein by reference, as amended at the date hereof, is hereinafter called the “Registration Statement”; and the Base Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together with any amendment thereof or supplement thereto authorized by the Depositor on or prior to the Closing Date for use in connection with the offering of the Certificates, are hereinafter called the “Prospectus”. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, a Term Sheet and Term Sheet Supplement (such Term Sheet and Term Sheet Supplement, together with the Basic Prospectus, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). (b) its receipt of fees pursuant to this Agreement The Registration Statement has become effective, and the provision Registration Statement as of the services contemplated herein effective date (the “Effective Date”) and as of the Closing Date, and the Prospectus, as of the date of the Prospectus Supplement and as of the Closing Date, complied in all material respects with the applicable requirements of the Act and the 1933 Act Regulations; and the Registration Statement, as of the Effective Date and as of the date of any amendment thereto, did not contain any untrue statement of a material fact and did not omit to state any Plan(s) material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus, as of the date of the Prospectus Supplement, did not, and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will not constitute omit to state a nonmaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Depositor nor PHH Mortgage makes any representations or warranties as to (i) any information contained in or omitted from the portions of the Prospectus set forth under the caption “Method of Distribution” relating to the Certificates and the stabilization legend required by Item 502(d)(1) under Regulation S-exempt K of the Act (the “prohibited transactionAgent Information”) as set forth in Exhibit C hereto or (ii) any decrement or yield tables set forth in the section titled “Yield on the Certificates” in the Prospectus Supplement (the “Decrement/Yield Tables”). In addition, the Definitive Free Writing Prospectus, as of the date thereof and as of the Closing Date, did not and will not contain an untrue statement of a material fact and did not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The effective date shall mean the earlier of the date by which the Prospectus Supplement is first used and the time of the first Contract of Sale to which such Prospectus Supplement relates. (c) The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the requisite organizational power to own its properties and to conduct its business as presently conducted by it; and the Depositor is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership of property or the conduct of its business as presently conducted by it requires such qualification. (d) This Agreement has been duly authorized, executed and delivered by the Depositor. (e) As of the Closing Date, the Certificates and the Private Certificates will conform in all material respects to the description thereof contained in the Prospectus and the representations and warranties of the Depositor in the Pooling and Servicing Agreement will be true and correct in all material respects. (f) As of the Closing Date, the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates will be “mortgage related securities” as such term is defined in Section 406 of ERISA and Section 4975 3(a)(41) of the Code;Securities Exchange Act of 1934, as amended (the “Exchange Act”). (vig) That if it plans Each of the Certificates and the Private Certificates, when validly authenticated, issued and delivered in accordance with the Pooling and Servicing Agreement, will be duly and validly issued and outstanding and entitled to participate the benefits of the Pooling and Servicing Agreement, and immediately prior to the delivery of the Certificates to the Agent, the Depositor will own the Certificates, and upon such delivery the Agent will acquire title thereto, free and clear of any lien, pledge, encumbrance or other security interest other than one created or granted by the Agent. (h) As of the Closing Date, the Pooling and Servicing Agreement will have been duly authorized, executed and delivered by the Depositor and will conform in all material respects to the description thereof contained in the DTCC’s Mutual Fund Settlement Entry Prospectus and, assuming the valid execution thereof by the Trustee and the Master Servicer, the Pooling and Servicing Agreement will constitute a valid and binding agreement of the Depositor enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (i) As of the Closing Date, the Mortgage Loan Purchase Agreement will have been duly authorized, executed and delivered by the Depositor and the Sellers and will conform in all material respects to the description thereof contained in the Prospectus and will constitute a valid and binding agreement of the Depositor and the Sellers enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (j) Neither the issuance or delivery of the Certificates and the Private Certificates, nor the consummation of any other of the transactions contemplated herein or in the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreement, nor compliance with the provisions of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement or this Agreement, will conflict with or result in the breach of any material term or provision of the certificate of formation or bylaws of the Depositor, and the Depositor is not in breach or violation of or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default) under the terms of (i) any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation or instrument to which the Depositor is a party or by which it or its properties are bound, or (ii) any law, decree, order, rule or regulation applicable to the Depositor of any court or supervisory, regulatory, administrative or governmental agency, body or authority, or arbitrator having jurisdiction over the Depositor, or its properties, the default in or the breach or violation of which would have a material adverse effect on the Depositor or the ability of the Depositor to perform its obligations under the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreement; and neither the delivery of the Certificates, nor the consummation of any other of the transactions contemplated herein or in the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreement, nor the compliance with the provisions of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement or this Agreement will result in such a breach, violation or default which would have such a material adverse effect. (k) No filing or registration with, notice to, or consent, approval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreement (other than as required under state securities laws or Blue Sky laws, as to which no representations and warranties are made by the Depositor), except such as have been, or will have been prior to the Closing Date, obtained under the Act, and such recordations of the assignment of the Mortgage Loans to the Trustee or, if applicable, to Mortgage Electronic Registration Verification system Systems, Inc. (“Fund/SERVMERS”) on behalf of the Trustee, pursuant to the Pooling and Servicing Agreement that have not yet been completed. (l) There is no action, suit or proceeding before or by any court, administrative or governmental agency, or other tribunal, domestic or foreign, now pending to which the Depositor is a party, or to the best of the Depositor’s knowledge threatened against the Depositor, which could reasonably result individually or in the aggregate in any material adverse change in the condition (financial or otherwise), earnings, affairs, regulatory situation or business prospects of the Depositor or could reasonably interfere with or materially and adversely affect the consummation of the transactions contemplated herein or in the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreement. (m) At the time of execution and delivery of the Pooling and Servicing Agreement, the Depositor will own the mortgage notes (the “Mortgage Notes”) being transferred to the Trust Fund (as defined in the Pooling and Servicing Agreement) pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”), and/or except to the extent permitted in Networkingthe Pooling and Servicing Agreement, Financial Intermediary is a member of and will not have assigned to any person other than the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing Trust Fund any of its services set forth on Exhibit C hereof will in no event be primarily intended to result right, title or interest in the sale of Shares; and (viii) It Mortgage Notes. The Depositor will maintain comprehensive general liability coverage have the power and will carry a fidelity bond covering it authority to transfer the Mortgage Notes to the Trust Fund and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practicesto transfer the Certificates to the Agent, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide execution and delivery to the Trustee of the Pooling and Servicing Agreement, payment by the Agent for the Certificates, and delivery to the Agent of the Certificates, the Trust Fund will own the Mortgage Notes and the Agent will acquire title to the Certificates, in each case free of Liens except to the extent permitted by the Pooling and Servicing Agreement. (n) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Certificates and the Private Certificates have been or will be paid by the Depositor or prior to the Closing Date, except for fees for recording assignments of Mortgage Loans to the Trustee or, if applicable, to MERS on behalf of the Trustee, pursuant to the Pooling and Servicing Agreement that have not yet been completed, which fees will be paid by the Depositor in accordance with the Pooling and Servicing Agreement. (o) The transfer of the Mortgage Loans and the related assets to the Trust Estate at the Closing Date will be treated by the Depositor for financial accounting and reporting purposes as a sale of assets and not as a pledge of assets to secure debt. (p) The Depositor is not, and, after giving effect to the transactions contemplated by the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreement and the offering and sale of the Certificates, neither the Depositor nor the Trust Fund will be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (q) The Depositor is not, as of the date upon which it delivers the Definitive Free Writing Prospectus, an Ineligible Issuer, as such information term is defined in Rule 405 of the 1933 Act Regulations. 1.2 PHH Mortgage represents and warrants to, and agrees with you that as of the date hereof (or documentation necessary for such party to fulfill its obligations hereunder and as of such other information date as may be specified in the representation and warranty): (a) As of the Closing Date the representations and warranties of PHH Mortgage herein and in the Pooling and Servicing Agreement will be true and correct in all material respects. (b) PHH Mortgage has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey and has the requisite corporate power to own its properties and to conduct its business as presently conducted by it; and PHH Mortgage is duly qualified to do business in good standing in all other jurisdictions in which its ownership of property or documentation the conduct of its business as either party presently conducted by it requires such qualification. (c) This Agreement has been duly authorized, executed and delivered by PHH Mortgage. (d) As of the Closing Date, the Pooling and Servicing Agreement will have been duly authorized, executed and delivered by the Master Servicer and, assuming the valid execution thereof by the Trustee and the Depositor, the Pooling and Servicing Agreement will constitute a valid and binding agreement of the Master Servicer enforceable in accordance with its terms, except as the same may reasonably requestbe limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (e) As of the Closing Date, the Mortgage Loan Purchase Agreement will have been duly authorized, executed and delivered by PHH Mortgage and will constitute a valid and binding agreement of PHH Mortgage enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles.

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it will comply with all laws, rules and regulations of governmental authorities and regulatory agencies applicable to it by virtue of entering into and performing this Agreement; (ii) the execution, performance and delivery of this Agreement by it will not violate any of its contractual obligations or any applicable laws, rules and regulations of governmental authorities and regulatory agencies; (iii) it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make the payments contemplated hereinexecute and deliver this Agreement; and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iiiv) That the payment to Financial Intermediary no consent or authorization of, filing with, or other act by or in respect of any fees pursuant hereto governmental authority is authorized under required in connection with the Shareholder Servicing execution, delivery, performance, validity or enforceability of this Agreement. B. Financial Intermediary represents(b) We hereby represent, warrants warrant and agrees covenant to you, as applicable, that: (i) It has we will not be a "fiduciary" with respect to the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partfor any Plan, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iiias such term is defined in Section 3(21) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) (a “Plan”"), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “"Code”"); or ; (bii) its our receipt of fees pursuant to this Agreement under and the provision performance of the services contemplated herein to any Plan(s) specified in this Agreement will not constitute a non-exempt “"prohibited transaction” " as such term is defined in Section 406 of ERISA and Section 4975 of the Code;; and NY 73835079v2 (viiii) That if it plans the services which we agree to participate in render under this Agreement are not services for which we or Insurance Company deduct fees and charges under the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC Contracts or otherwise has access for which we are paid compensation pursuant to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestanother arrangement.

Representations, Warranties and Covenants. A. JPMDS The Trust represents and warrants that: (i1) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii2) That The execution and delivery of this Agreement have been duly authorized by all necessary action on its part, and this Agreement constitutes the payment to Financial Intermediary valid and binding obligation of any fees pursuant hereto is authorized under the Shareholder Servicing AgreementTrust. B. Financial Intermediary Recordkeeper represents, warrants and agrees that: (i1) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii2) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial IntermediaryRecordkeeper; (iii3) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers the Plans (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv4) To the extent Shares are purchased by Customers Participants through a Plan that is a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v5) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi6) That if it plans to participate in the DTCCNational Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement Entry and Registration Verification system or its Defined Contribution Clearing and Settlement Service (“Fund/SERV”), and/or in Networkingits Networking System, Financial Intermediary Recordkeeper is a member of the DTCC NSCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC NSCC the standard Networking agreement; (vii7) The providing of its Its services set forth on Exhibit C in Section 1 hereof will in no event be primarily intended to result in the sale of Shares; and (viii) 8) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDS’ the Trust’s request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS 1.1 The Company represents and warrants to, and agrees with you that: (ia) It The Company has filed with the requisite authority to enter into this Agreement Securities and to make Exchange Commission (the payments contemplated herein; and "Commission") a registration statement (iiNo. 333-________) That on Form S-3 for the payment to Financial Intermediary of any fees pursuant hereto is authorized registration under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”"Act"), of Mortgage Pass-Through Certificates (issuable in series), including the Certificates, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 424(b) under the rules and regulations of the Commission under the Act (the "1933 Act Regulations") a supplement dated ________________. 200_ (the "Prospectus Supplement"), to the prospectus dated ______________, 200_ (the "Basic Prospectus"), relating to the Certificates and the method of distribution thereof. Such registration statement (No. 333-________) including exhibits thereto and any information incorporated therein by reference, as amended at the date hereof, is hereinafter called the "Registration Statement"; and the Basic Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together with any amendment thereof or supplement thereto authorized by the Company on or prior to the Closing Date for use in connection with the offering of the Certificates, are hereinafter called the "Prospectus". Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424, or prior to the effective date of the Registration Statement pursuant to Rule 402(a), or 424(a) is hereinafter called a "Preliminary Prospectus Supplement." (b) its receipt The Registration Statement has become effective, and the Registration Statement as of fees the effective date (the "Effective Date"), and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the 1933 Act Regulations; and the Registration Statement, as of the Effective Date, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus, as of the date of the Prospectus Supplement, did not, and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto relating to the information identified in Exhibit D (the "Excluded Information"); and provided, further, that the Company makes no representations or warranties as to either (i) any information in any Computational Materials or ABS Term Sheets (each as hereinafter defined) required to be provided by the Underwriter to the Company pursuant to this Agreement and Section 4.2, except to the provision extent of any information set forth therein that constitutes Pool Information (as defined below), or (ii) as to any information contained in or omitted from the portions of the services contemplated herein Prospectus identified in Exhibit E (the "Underwriter Information"). As used herein, "Pool Information" means information with respect to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 the characteristics of the Code; (vi) That if it plans Mortgage Loans and administrative and servicing fees, as provided by or on behalf of the Company to participate the Underwriter in final form and set forth in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)Prospectus Supplement. The Company acknowledges that, and/or except for any Computational Materials, the Underwriter Information constitutes the only information furnished in Networking, Financial Intermediary is a member writing by you or on your behalf for use in connection with the preparation of the DTCC Registration Statement, any preliminary prospectus or otherwise has access to Fund/SERV the Prospectus, and it has executed and filed with you confirm that the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestUnderwriter Information is correct.

Representations, Warranties and Covenants. A. JPMDS 1.1 The Company represents and warrants to, and agrees with you that: (ia) It The Company has filed with the requisite authority to enter into this Agreement Securities and to make Exchange Commission (the payments contemplated herein; and “Commission”) a registration statement (iiNo. 333-[_____]) That on Form S-3 for the payment to Financial Intermediary of any fees pursuant hereto is authorized registration under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “CodeAct”), of Mortgage-Backed Notes (issuable in series), including the Notes, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 424(b) under the rules and regulations of the Commission under the Act (the “1933 Act Regulations”) a prospectus supplement (the “Prospectus Supplement”), to the prospectus dated [________] [__], 201[__] (the “Base Prospectus”), relating to the Notes and the method of distribution thereof. Such registration statement (No. 333-[________]) including exhibits thereto and any information incorporated therein by reference, as amended at the date hereof, is hereinafter called the “Registration Statement”; and the Base Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together with any amendment thereof or supplement thereto authorized by the Company on or prior to the Closing Date (as defined herein) for use in connection with the offering of the Notes, are hereinafter called the “Prospectus.” (b) its receipt of fees pursuant to this Agreement The Registration Statement has become effective, and the provision Registration Statement as of the services contemplated herein effective date (the “Effective Date,” as defined in this paragraph), and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the 1933 Act Regulations; and the Registration Statement, as of the Effective Date, did not contain any untrue statement of a material fact and did not omit to state any Plan(smaterial fact required to be stated therein or necessary to make the statements therein not misleading; and each Issuer Free Writing Prospectus (as defined herein) as of its date did not and at all times prior to the date of the Prospectus Supplement will not, and the Prospectus and Designated Static Pool Information, taken together, as of the date of the Prospectus Supplement did not and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will not constitute omit to state a non-exempt material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except in the case of any Issuer Free Writing Prospectus, any omission with respect to information included in the definition of Senior and Mezzanine Structure Information); provided, however, that neither the Company nor [_______________] makes any representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto relating to the information therein that is Excluded Information (as defined herein); and provided, further, that neither the Company nor [_______________] makes any representations or warranties as to either (i) any information contained in any Underwriter Prepared Issuer FWP (as defined herein) or Underwriter Free Writing Prospectus (as defined herein) except, in each case, to the extent of (x) any information set forth therein that constitutes Pool Information (as defined below) or (y) any information accurately extracted from any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or Underwriter Free Writing Prospectus, or (ii) any information contained in or omitted from the portions of the Prospectus identified by underlining or other highlighting as shown in Exhibit E (the “prohibited transactionUnderwriter Information”). The Effective Date shall mean the earlier of the date on which the Prospectus Supplement is first used and the time of the first Contract of Sale (as defined herein) to which such Prospectus Supplement relates. The initial effective date of the Registration Statement was within three years of the Closing Date. If the third anniversary of the initial effective date occurs within six months after the Closing Date, the Company will use best efforts to take such action as may be necessary or appropriate to permit the public offering and sale of the Notes as contemplated hereunder. The Company acknowledges that the Underwriter Information constitutes the only information furnished in writing by you or on your behalf for use in connection with the preparation of the Registration Statement or the Prospectus, and the Underwriter confirms that the Underwriter Information is correct. (c) (i) “ABS Informational and Computational Materials” as shall have the meaning given such term is defined in Section 406 Item 1101 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestRegulation AB.

Representations, Warranties and Covenants. A. JPMDS 1.1 The Company represents and warrants to, and agrees with you that: (ia) It The Company has filed with the requisite authority to enter into this Agreement Securities and to make Exchange Commission (the payments contemplated herein; and “Commission”) a registration statement (iiNo. 333-[_______]) That on Form S-3 for the payment to Financial Intermediary of any fees pursuant hereto is authorized registration under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “CodeAct”), of Mortgage-Backed Notes (issuable in series), including the Notes, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 424(b) under the rules and regulations of the Commission under the Act (the “1933 Act Regulations”) a prospectus supplement (the “Prospectus Supplement”), to the prospectus dated [________] [__], 201[__] (the “Base Prospectus”), relating to the Notes and the method of distribution thereof. Such registration statement (No. 333-[________]) including exhibits thereto and any information incorporated therein by reference, as amended at the date hereof, is hereinafter called the “Registration Statement”; and the Base Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together with any amendment thereof or supplement thereto authorized by the Company on or prior to the Closing Date (as defined herein) for use in connection with the offering of the Notes, are hereinafter called the “Prospectus.” Any preliminary form of the Prospectus Supplement to be filed pursuant to Rule 424(b) is referred to as a “Preliminary Prospectus Supplement” and, together with the Base Prospectus, and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto, a “Preliminary Prospectus.” (b) its receipt of fees pursuant to this Agreement The Registration Statement has become effective, and the provision Registration Statement as of the services contemplated herein effective date (the “Effective Date,” as defined in this paragraph), and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the 1933 Act Regulations; and the Registration Statement, as of the Effective Date, did not contain any untrue statement of a material fact and did not omit to state any Plan(smaterial fact required to be stated therein or necessary to make the statements therein not misleading; and each Issuer Free Writing Prospectus (as defined herein) as of its date did not, and the Approved Offering Materials (as defined herein) as of the date of the Approved Offering Materials did not and as of the Closing Date will not, and the Prospectus and the Designated Static Pool Information, taken together, as of the date of the Prospectus Supplement did not and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will not constitute omit to state a non-exempt material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor [_______________] makes any representations or warranties as to the information contained in or omitted from the Registration Statement, the Approved Offering Materials or the Prospectus or any amendment thereof or supplement thereto relating to the information therein that is Excluded Information (as defined herein); and provided, further, that neither the Company nor [_______________] makes any representations or warranties as to either (i) any information contained in any Underwriter Prepared Issuer FWP (as defined herein) or Underwriter Free Writing Prospectus (as defined herein) except, in each case to the extent of (x) any information set forth therein that constitutes Pool Information (as defined below) or (y) any information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP, or (ii) any information contained in or omitted from the portions of the Approved Offering Materials or Prospectus identified by underlining or other highlighting as shown in Exhibit F (the “prohibited transactionUnderwriter Information”). The Effective Date shall mean the earlier of the date on which the Prospectus Supplement is first used and the time of the first Contract of Sale (as defined herein) to which such Prospectus Supplement relates. The initial effective date of the Registration Statement was within three years of the Closing Date. If the third anniversary of the initial effective date occurs within six months after the Closing Date, the Company will use best efforts to take such action as may be necessary or appropriate to permit the public offering and sale of the Notes as contemplated hereunder. The Company acknowledges that the Underwriter Information constitutes the only information furnished in writing by you or on your behalf for use in connection with the preparation of the Registration Statement, any Preliminary Prospectus or the Prospectus, and the Underwriter confirms that the Underwriter Information is correct. (c) (i) “ABS Informational and Computational Materials” as shall have the meaning given such term is defined in Section 406 Item 1101 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestRegulation AB.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i1) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii2) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i1) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii2) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii3) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv4) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v5) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi6) That if it plans to participate in the DTCCNSCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC NSCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC NSCC the standard Networking agreement; (vii7) The providing of its Its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) 8) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS (a) Each party to this Confirmation represents and warrants to the other party that: (i) It has it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the requisite authority to enter into this Agreement and to make the payments contemplated hereinSecurities Act; and (ii) That it is an “eligible contract participant” as defined in Section 1a(12) of the payment Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to Financial Intermediary individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA. (b) Counterparty represents and warrants to, and agrees with, Credit Suisse as of the date hereof (and, solely with respect to the representation and warranty set forth in clause (b)(i) below, as of (x) the date of any fees election by Seller pursuant hereto is authorized to Section 3(a) or Section 3(b) above and (y) any date that Counterparty notifies Credit Suisse that Net Share Settlement or Cash Settlement applies with respect to all or a portion of all Components) that: (i) each of its filings under the Shareholder Servicing AgreementSecurities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) it has reserved and will keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance, in return for payment of at least the par value thereof, upon settlement of the Transaction as herein provided, the maximum number of Shares as shall then be issuable upon settlement of the Transaction; (iii) it is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares); (iv) it is entering into this Confirmation and the Transaction in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction; (v) it is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and (vi) it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act, and the Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M (“Regulation M”) promulgated under the Exchange Act. B. Financial Intermediary represents(c) In connection with this Confirmation and the Transaction, warrants and Counterparty agrees that: (i) It has the requisite authority to it shall not enter into this Agreement and or alter any hedging transaction relating to perform the services contemplated herein;Shares corresponding to or offsetting the Transaction; and (ii) The execution and delivery of this Agreement and the performance it shall use its best efforts, upon obtaining knowledge of the services contemplated herein occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event or an Additional Disruption Event, to notify Credit Suisse within one Scheduled Trading Day of the occurrence of obtaining such knowledge; provided that (x) Counterparty shall have been duly authorized no duty or obligation to investigate, or inquire about, the occurrence of any such event; (y) any failure to so notify Credit Suisse shall not result in any increased liability on the part of Counterparty nor shall it be, or deemed to be, a waiver by all necessary corporate action on Counterparty of any of its part, rights hereunder; and this Agreement constitutes the valid and binding obligation (z) any failure to so notify Credit Suisse shall not constitute an Event of Financial Intermediary;Default. (iii) It currently doesif Counterparty elects Cash Settlement or Net Share Settlement pursuant to the provisions under the heading “Settlement Terms,” in Section 2 above, it shall not engage in any “distribution” (as defined in Regulation M) during the period starting on the Initial Averaging Date and ending on the Valuation Date. (d) Counterparty represents and warrants to Credit Suisse as of the date hereof, and willas of any date on which Counterparty makes payment to Credit Suisse in connection with any Cash Settlement hereunder, conduct that it is solvent and able to pay its activities hereunder debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the business in material conformity with all applicable federalwhich it engages through its wholly-owned operating subsidiary, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations;Montpelier Reinsurance Ltd. (ive) To the extent Shares are purchased by Customers through a defined contribution plan subject Credit Suisse represents and warrants to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either Counterparty that (a) it is not an unlimited liability company organized under U.K. law, (b) its sole direct shareholders are Credit Suisse, a Swiss banking company, International Holding AG, a Swiss Aktiengesellschaft, and Credit Suisse Group, a Swiss Aktiengesellschaft, (c) none of Credit Suisse’s direct or indirect shareholders in the Credit Suisse group is a “fiduciaryU.S. person” with respect to the provision of the services contemplated herein to any Plan(s) as such that term is defined in Section 3(21section 7701(a)(30) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended amended, and (the d) Credit Suisse and its affiliates have not granted any “Code”); U.S. person” (as so defined) an option to buy 10 percent or (b) its receipt of fees pursuant to this Agreement and the provision more of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 stock of ERISA Credit Suisse or its direct and Section 4975 of the Code; (vi) That if it plans to participate indirect shareholders in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestCredit Suisse group.

Representations, Warranties and Covenants. A. JPMDS represents 7.1 In the OJV Agreement, each Party shall represent and warrants warrant to the other that: (ia) It it is a body corporate duly incorporated and in good standing in its jurisdiction of incorporation and it is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of the OJV Agreement; (b) it has the requisite capacity and authority to enter into this and perform the OJV Agreement and all transactions contemplated therein and all corporate and other actions required to make authorize it to enter into and perform the payments contemplated hereinOJV Agreement have been properly taken; (c) it will not breach any other agreement, or any undertaking, security or arrangement by entering into or performing the OJV Agreement; and (iid) That the payment OJV Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms and the person executing the OJV Agreement on its behalf is duly authorized to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreementdo so. B. Financial Intermediary represents7.2 LKA represents and warrants and, warrants in the OJV Agreement, LKA shall represent and agrees warrant, to Richmont that: (a) it is the sole (100%) owner of the Property free and clear of all Liens, except for the paramount title of the United States in the unpatented mining claims and except for any matters identified by LKA in Schedule A to this Letter Agreement; it has not granted any unregistered real or personal rights thereon to third parties, it is in possession of the Property and knows of no other person claiming any interest in the Property or the ground covered thereby, except for the rights of Au pursuant to the NSR Royalty Agreement; and, with respect to each of the unpatented mining claims (collectively, the "Mining Claims") to the best of LKA's actual knowledge : (i) It has the requisite authority they were properly laid out and monumented on available public domain land open to enter into this Agreement and to perform the services contemplated herein; appropriation by mineral location; (ii) The execution all required location and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; validation work was properly performed; (iii) It currently doeslocation notices and certificates were timely and properly recorded and filed with appropriate governmental agencies, and willall payments required in connection therewith were timely and properly made; (iv) assessment work of a nature sufficient to hold the claims has been timely and properly performed, conduct and all claim maintenance and related fees have been timely paid as required by law in order to maintain the claims; (v) all affidavits of assessment work, evidence of payment of claim maintenance fees, and other filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies; (vi) LKA has no knowledge of conflicting claims or adverse interests in or to the Mining Claims; and (viii) the Mining Claims constitute a contiguous and compact group with no interior gaps or fractions. (b) LKA has conducted all of its activities hereunder on the Property in material conformity compliance with all applicable federal, state and industry laws or regulations local laws, rules and will disclose its receipt regulations, including without limitation those pertaining to human health and safety and protection of fees hereunder the environment, and that to Customers (andthe best of LKA's actual knowledge, if requiredexcept for materials used, will obtain their consent to such receipt) stored and disposed of in accordance compliance with applicable laws and regulationsotherwise commonly used in the mining industry in connection with ongoing operations on the Property, the Property is free and clear of any hazardous or toxic material, pollution, or other adverse environmental conditions arising out of mining activities conducted thereon, which may give rise to any environmental liability under environmental laws and, to LKA's actual knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any hazardous substances or materials has otherwise occurred at the Property, except in compliance in all material respects with all environmental laws; (ivc) To LKA is not aware of, nor has LKA received notice or other communication from any federal, state, or local governmental agency that there exists on the extent Shares Property, any physical or environmental condition which constitutes a violation of any applicable federal, and state or local governmental law, regulation, or ordinance, and there are purchased by Customers through a defined contribution plan subject no pending or, to Title I of the Employee Retirement Income Security Act of 1974LKA's knowledge, as amended (“ERISA”) (a “Plan”)threatened claims, the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representativessuits, actions, proceedings or investigations with respect thereto; (vd) Either (a) it Except as disclosed to Richmont in writing, LKA has obtained and is not a “fiduciary” in compliance with respect all material approvals, permits, licenses, registrations and similar authorizations from all governmental authorities under all environmental laws required for the operations on the Property as currently conducted, and there are no pending or, to the provision knowledge of LKA, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations, and LKA does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations, provided that no representation is made by LKA in section 7.2(b) to (d) in respect of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, compliance by LKA with the standards established by the Mine Safety and Section 4975 Health Administration of the Internal Revenue Code U.S. Department of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the CodeLabor; (vie) That if LKA has divulged or made available to Richmont all relevant material information and data known by it plans concerning the Property and has not knowingly omitted to participate disclose any material information necessary to make the information provided by it to Richmont not misleading; in particular, but without limitation, the content of Schedule "A" is accurate and complete in all material respects. (f) A true, complete and accurate copy of the final Settlement Agreement entered into on August 24, 2007 between LKA and Au has been filed by LKA with the U.S. Securities and Exchange Commission on August 24, 2007 and is attached as Schedule "C". The Settlement Agreement has not been amended, supplemented or otherwise modified, and there are no other agreements, commitments or understandings between LKA and Au in respect thereof. LKA has complied with all of its obligations under the Settlement Agreement and has made all payments required to be made by it thereunder. (g) LKA has divulged or made available to Richmont all relevant material information and data known by it concerning the ongoing litigation between Au and Xxxxxxx Gold Corporation and has not knowingly omitted to disclose any material information concerning this litigation. (h) A true, complete and accurate copy of the final net smelter return royalty agreement (the "NSR Royalty Agreement") entered into on August 24, 2007 between LKA and Au is attached as Schedule "D". The NSR Royalty Agreement has not been amended, supplemented or otherwise modified, and there are no other agreements, commitments or understandings between LKA and Au in respect thereof. LKA has complied with all of its obligations under the NSR Royalty Agreement and has made all payments required to be made by it thereunder on or before the date of this Letter Agreement. 7.3 Without limitation to LKA's liability for breach of any representation and warranty given by LKA, Richmont will represent and warrant in the DTCC’s Mutual Fund Settlement Entry OJV Agreement that it has satisfactorily completed its due diligence review of the Property and Registration Verification system is satisfied with the status of title and the condition of the Property. 7.4 A mine plan (“Fund/SERV”the "Mine Plan") shall be prepared by Richmont in accordance with good mining practices and such plan shall, upon approval by the Committee in accordance with section 4.1(h), and/or be attached to the OJV Agreement before operations are commenced on the Property. In the OJV Agreement, Richmont will covenant that it intends to carry out the Mine Plan and to use its best efforts to limit operating costs and other budgeted items to those projected in Networkingsuch plan. If Richmont subsequently determines that operating costs or other budgeted items contained in such plan will increase by more than 10%, Financial Intermediary is a member Richmont will promptly advise the Committee and provide full details regarding the cost increases and Xxxxxxxx's proposals for moderating, if possible, the effect of the DTCC increases. 7.5 LKA covenants and agrees not to amend, supplement, modify or otherwise has access to Fund/SERV waive any of the provisions of the Settlement Agreement or the NSR Royalty Agreement without Richmont's consent. 7.6 All of the representations and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services warranties set forth on Exhibit C hereof will in no event be primarily intended to result section 7.1 shall survive the execution of the OJV Agreement and shall remain true and correct throughout the term of the OJV Agreement. The representations and warranties set forth in section 7.2 shall survive the sale execution of Shares; and (viii) It will maintain comprehensive general liability coverage the OJV Agreement for a period of three years, other than the representation and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practiceswarranty set forth in section 7.2(a), each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestwhich shall survive indefinitely.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: : (i) It it has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and and (ii) That that the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: : (i) It it has the requisite authority to enter into this Agreement and to perform the services contemplated herein; ; (ii) The the execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; ; (iii) It currently doesit is, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations regulations, and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; ; (iv) To to the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; ; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; ; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof under Section I of this Agreement will in no event be primarily intended to result in the sale of Shares; and and (viiivii) It it will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents (a) The Purchaser represents, warrants and warrants thatcovenants to the Broker as follows: (i) It has The Purchaser is not, as of the requisite authority date hereof, aware of or in possession of Material Nonpublic Information. (ii) During the term of this Agreement, the Purchaser will not engage, and will not cause others to engage on behalf of the Purchaser, in any transactions (other than (x) purchases of Shares pursuant to this Agreement, or (y) exercises of stock options issued pursuant to the Company's stock option plans; provided that the Purchaser complies with Rule 16b-3 under the 1934 Act in connection with any such exercise and the related securities) involving any security into which the Common Stock is convertible or any other related security or derivative, including, without limitation, corresponding or hedging transactions with respect to the Common Stock. The Purchaser also agrees not to enter into any binding contract with respect to any transactions described in the preceding sentence. (iii) The Purchaser will at all times, in connection with the performance of this Agreement, comply with all applicable laws, including, without limitation, Section 16 of the 1934 Act and the rules and regulations promulgated thereunder. (iv) The Purchaser agrees to provide such additional information and to execute such additional documents or instruments as may be reasonably requested by the Company or the Broker in connection with the performance of this Agreement and to make the payments contemplated herein; andconfirm compliance with applicable law. (iiv) That The Company has approved the payment to Financial Intermediary form of any fees pursuant hereto is authorized under the Shareholder Servicing this Agreement. B. Financial Intermediary (vi) This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights and general principles of equity, and as rights to indemnity hereunder may be limited by applicable law. The Shares are not subject to any liens, security interests or other impediments to transfer, nor is there any litigation, arbitration or other proceeding pending, or to the Purchaser's knowledge threatened, that would prevent or interfere with the purchase of the Shares under this Agreement. (b) The Broker represents, warrants and agrees thatcovenants to the Purchaser as follows: (i) It The Broker has implemented reasonable policies and procedures, taking into consideration the requisite authority nature of the Broker's business, to enter into this Agreement ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or causing any purchase or sale, of any security as to perform which the services contemplated herein;Broker has Material Nonpublic Information, as well as those that prevent such individuals from becoming aware of or in possession of such Material Nonpublic Information. (ii) The execution In connection with all purchases of Shares, the Broker shall deliver to the Purchaser by facsimile or electronic mail, no later than the close of business on the date such transaction is effected, all information necessary (to the extent that the Broker possesses such information) for the Purchaser to make all required Form 4 and delivery of this Agreement and the performance 5 filings, as required by Section 16(a) of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and 1934 Act with regard to purchases made pursuant to this Agreement. (iii) This Agreement constitutes the legal, valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) the Broker enforceable against the Broker in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I general principles of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAequity, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant rights to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event indemnity hereunder may be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued limited by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestapplicable law.

Representations, Warranties and Covenants. A. JPMDS The Trust represents and warrants that: (i1) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii2) That The execution and delivery of this Agreement have been duly authorized by all necessary action on its part, and this Agreement constitutes the payment to Financial Intermediary valid and binding obligation of any fees pursuant hereto is authorized under the Shareholder Servicing AgreementTrust. B. Financial Intermediary Recordkeeper represents, warrants and agrees that: (i1) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii2) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial IntermediaryRecordkeeper; (iii3) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers the Plans (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv4) To the extent Shares are purchased by Customers Participants through a Plan that is a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) (a “Plan”"), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v5) Either (a) it is not a “"fiduciary” " with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “"prohibited transaction” " as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi6) That if it plans to participate in the Depository Trust Clearing Corporation’s (“DTCC’s ”) Mutual Fund Settlement Entry and Registration Verification system or its Defined Contribution Clearing and Settlement Service (“Fund/SERV”), and/or in Networkingits Networking System, Financial Intermediary Recordkeeper is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii7) The providing of its Its services set forth on Exhibit C in Section 1 hereof will in no event be primarily intended to result in the sale of Shares; and (viii) 8) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best's rating of at least “"A,” " and, upon JPMDS’ the Trust’s request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents 10.1 Purchaser represents, warrants and warrants thatcovenants to FA-1 as follows: (i) It 10.1.1 Purchaser is duly established and in good standing under the laws of Delaware, USA and has the requisite full power and authority to enter into this Agreement. 10.1.2 This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. 10.1.3 Purchaser has obtained or will obtain all necessary consents, licenses, permits and other approvals, both governmental and private, as may be necessary to permit Purchaser to perform its obligations under this Agreement and to make acquire and use the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing AgreementSystem IRU. B. Financial Intermediary 10.1.4 Purchaser shall perform its obligations under this Agreement and use the System IRU in a manner consistent with applicable law, and shall not use, or knowingly permit the System IRU to be used, for any illegal purpose or in any other unlawful manner. 10.2 FLAG Atlantic Limited and FLAG Atlantic USA Limited each represents, warrants and agrees thatcovenants to Purchaser as follows: (i) 10.2.1 It is duly established and in good standing under the laws of the country of its incorporation and has the requisite full power and authority to enter into this Agreement and to perform the services contemplated herein;Agreement. (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this 10.2.2 This Agreement constitutes the its legal, valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable against it in accordance with its terms. 10.2.3 It is qualified to do business in all jurisdictions where such qualification is required by applicable laws law, and regulations;where the failure to be so qualified reasonably could be expected to have a material adverse effect on FA-1's ability to perform its obligations under this Agreement. (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I 10.2.5 The execution and performance of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) by FA-1 will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale a breach of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry any agreement FA-1 may have with third parties or any applicable law, which reasonably could be expected to have a fidelity bond covering it and each of material adverse effect on its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees ability to provide to the other such information or documentation necessary for such party to fulfill perform its obligations hereunder and such other information under this Agreement. 10.2.6 There are no pending or, to its knowledge, threatened claims, actions, suits, audits, investigations or documentation as either party may proceedings by or against it which reasonably requestcould be expected to have a material adverse effect on its ability to perform its obligations under this Agreement.

Representations, Warranties and Covenants. A. JPMDS The Trust represents and warrants that: (i1) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii2) That The execution and delivery of this Agreement have been duly authorized by all necessary action on its part, and this Agreement constitutes the payment to Financial Intermediary valid and binding obligation of any fees pursuant hereto is authorized under the Shareholder Servicing AgreementTrust. B. Financial Intermediary Recordkeeper represents, warrants and agrees that: (i1) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii2) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial IntermediaryRecordkeeper; (iii3) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers the Plans (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv4) To the extent Shares are purchased by Customers Participants through a Plan that is a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) (a “Plan”"), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v5) Either (a) it is not a “"fiduciary” " with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “"prohibited transaction” " as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi6) That if it plans to participate in the DTCCNational Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement Entry and Registration Verification system or its Defined Contribution Clearing and Settlement Service (“Fund/SERV”), and/or in Networkingits Networking System, Financial Intermediary Recordkeeper is a member of the DTCC NSCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC NSCC the standard Networking agreement; (vii7) The providing of its Its services set forth on Exhibit C in Section 1 hereof will in no event be primarily intended to result in the sale of Shares; and (viii) 8) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best's rating of at least “"A,” " and, upon JPMDS’ the Trust’s request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has of the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary Distributor ------------------------------------------------------------ The Distributor represents, warrants and agrees with the Company, for its benefit that: (ia) It has the requisite authority to enter into this Agreement execution, delivery and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement and by the performance of the services contemplated herein have Distributor has been duly authorized by all necessary corporate action on its partaction, and upon execution and delivery hereof, this Agreement will be a valid, binding and enforceable obligation of the Distributor; (b) the Distributor will offer the Units for sale and will solicit offers to buy the Units only in compliance with the procedures described in the Offering Memorandum and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulationslaw; (ivc) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I as of the Employee Retirement Income Security Act date hereof, no permit, consent, approval or authorization of, or declaration to, or filing with, any governmental or regulatory authority is required in connection with the (i) execution, delivery and performance of 1974this Agreement and (ii) consummation of any of the transactions contemplated herein and in the Offering Memorandum; (d) without the prior consent of the Company, as amended no steps will be taken to qualify the Units for sale in any jurisdiction; (“ERISA”e) neither the Distributor, nor any affiliate of the Distributor, shall offer the Units in any jurisdiction, except in compliance with the applicable law in any such jurisdiction in which such offering is made; (a “Plan”)f) the Distributor will notify the Company promptly of any occurrence of which it becomes aware which is material in the context of the offering and sale of the Units, including any event which shall lead the arrangements provided for Distributor to reasonably believe that the Offering Memorandum will be misleading, or which affects any of the representations, warranties, agreements and indemnities by the Distributor contained in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision or which would have affected any of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAsame if this Agreement had been entered into immediately thereafter), and Section 4975 of will take such steps as may be reasonably requested by the Internal Revenue Code of 1986, as amended (Company to remedy and/or publicize the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharessame; and (viiia) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering the Distributor has used commercially reasonable due diligence with respect to accepting as clients any investors who have purchased through it and each with respect to introducing investors to the Company, and to the best of the Distributor's knowledge, such clients are of good business reputation and such clients' funds used to purchase Units were not derived from, nor the product of, any criminal activity; and (b) the Distributor is, and agrees that it will be at all times with respect to this Agreement, appropriately licensed in the country of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practicesdomicile, each issued by a qualified insurance carrier with a Financial Strength Rating or otherwise exempt from A.M. Best Company rating of at least “A,” andsuch requirements, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestextent required by applicable law, in each jurisdiction in which the Distributor will perform the duties set forth in this Agreement.

Representations, Warranties and Covenants. A. JPMDS represents (a) Mangrove represents, warrants and warrants thatcovenants as follows: (i) It Mangrove has the requisite power and authority to enter into execute, deliver and carry out the terms and provisions of this Agreement and to make consummate the payments transactions contemplated herein; andhereby. (ii) That the payment to Financial Intermediary This Agreement has been duly and validly authorized, executed and delivered by Mangrove, constitutes a valid and binding obligation and agreement of any fees pursuant hereto each such member and is authorized under the Shareholder Servicing Agreementenforceable against each such member in accordance with its terms. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (iiiii) The execution and delivery by Mangrove of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities Mangrove’s obligations hereunder in material conformity with all applicable federal, state and industry laws or regulations does not and will disclose its receipt not violate any law, any order of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations;any court or any agency of government. (iv) To The Mangrove Nominee (A) is not employed by, or an Affiliate or Associate of, Mangrove (B) is independent of Mangrove, its Affiliates and/or Associates and (C) is not a party to any compensation arrangements with Mangrove, its Affiliates and/or Associates other than compensation that Mangrove has, prior to the extent Shares are purchased by Customers through a defined contribution plan subject date hereof, agreed to Title I pay the Mangrove Nominee in consideration of the Employee Retirement Income Security Act Mangrove Nominee’s agreement to be named and serve as a nominee, or a recommended candidate, of 1974, as amended Mangrove (“ERISA”) (a “Plan”the requirements set forth in this Section 5(a)(iv), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “CodeNominee Independence Requirements”); or . (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto Mangrove agrees to provide to the other Company such information and materials as is reasonably requested by the Company from time-to-time in connection with the Company’s legal, regulatory, auditor or documentation necessary for such party stock exchange requirements. (c) The Company hereby represents, warrants and covenants as follows: (i) The Company has the power and authority to fulfill execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. (ii) This Agreement has been duly and validly authorized, executed and delivered by the Company, does not require the approval of the shareholders of the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms. (iii) The Company’s execution of this Agreement and the performance by the Company of its obligations hereunder does not and will not violate any law, any order of any court or any agency of government, the Constating Documents, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other information instrument, or documentation as either party may result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument, except for any such violation, conflict, breach, result or default that could not, individually or in the aggregate, reasonably requestbe expected to adversely affect the Company’s ability to carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

Representations, Warranties and Covenants. A. JPMDS 8.1 [***] 8.2 [***] 8.3 [***] 8.4 [***] 8.5 The Supplier represents and warrants that: (i) It that it has the requisite power and authority and all necessary rights and authorizations to enter into execute, deliver and perform its obligations under this Agreement and grant to make TELUS the payments contemplated herein; and (ii) That rights, licenses and benefits set out in this Agreement, and that the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary representsexecution, warrants delivery and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement is not limited or restricted by and does not violate any Applicable Law or contract or the rights of any third party. 8.6 The Supplier and its Representatives will comply with all Applicable Laws in performing its obligations under this Agreement, including identifying and procuring permits, licenses, registrations, certifications, approvals and inspections required under such laws. If a Claim of non-compliance by the Supplier with any Applicable Laws in connection with its performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes occurs, the valid Supplier will notify TELUS of such Claim within [***] of having confirmed such non-compliance. 8.7 The Supplier represents and binding obligation of Financial Intermediary; (iii) It currently doeswarrants that it, its Affiliates and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations their respective Representatives have not given and will disclose its receipt of fees hereunder to Customers not give any gifts, gratuities, rewards, favours or benefits (andcollectively, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “PlanBenefits”), the arrangements provided for whether in cash or in kind, in connection with this Agreement will to any Representatives of TELUS or its Affiliates involved in selection, negotiation, purchasing or contract management roles, unless the Supplier has obtained the prior written permission of the supervisor of the Representative that is to receive the Benefit. The Supplier acknowledges that the giving of any such Benefits without such permission is in violation of TELUS’ ethics policy. 8.8 The Supplier represents and warrants that the Tax information set out in Schedule”D” to this Agreement is true and correct as of the Effective Date. The Supplier covenants to provide TELUS with updated Tax information as and when required to be disclosed to the Plan(s) through their representatives;compliant under Applicable Laws. (v) Either (a) it is not a “fiduciary” with respect to the provision The Supplier will, and will cause its Affiliates, Representatives and suppliers engaged in fulfilment of the services contemplated herein to any Plan(s) as such term is defined Supplier’s obligations under this Agreement to, perform its obligations under this Agreement at all times in Section 3(21) of ERISA, and Section 4975 of compliance with the Internal Revenue TELUS Supplier Code of 1986, as amended Conduct available at the following URL: xxx.xxxxx.xxx/xxxxxxxxxxxxxxxxxxxxx (the “Code”); or . (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code;[***] (vic) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.[***]

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it will comply with all laws, rules and regulations of governmental authorities and regulatory agencies applicable to it by virtue of entering into and performing this Agreement; (ii) the execution, performance and delivery of this Agreement by it will not violate any of its contractual obligations or any applicable laws, rules and regulations of governmental authorities and regulatory agencies; (iii) it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make the payments contemplated hereinexecute and deliver this Agreement; and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iiiv) That the payment to Financial Intermediary no consent or authorization of, filing with, or other act by or in respect of any fees pursuant hereto governmental authority is authorized under required in connection with the Shareholder Servicing execution, delivery, performance, validity or enforceability of this Agreement. B. Financial Intermediary represents(b) We hereby represent, warrants warrant and agrees covenant to you, as applicable, that: (i) It has we will not be a “fiduciary” with respect to the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partfor any Plan, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iiias such term is defined in Section 3(2 I) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or ; (bii) its our receipt of fees pursuant to this Agreement under and the provision performance of the services contemplated herein to any Plan(s) specified in this Agreement will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viiiiii) It will maintain comprehensive general liability coverage the services which we agree to render under this Agreement are not services for which we or Insurance Company deduct fees and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate charges under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees the Contracts or for which we are paid compensation pursuant to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestanother arrangement.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”") (a “"Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “"fiduciary” " with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “"prohibited transaction” " as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its Its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best's rating of at least “"A,” " and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents (a) The Purchaser represents, warrants and warrants thatcovenants to the Broker as follows: (i) It has The Purchaser is not, as of the requisite authority date hereof, aware of or in possession of Material Nonpublic Information. (ii) During the term of this Agreement, the Purchaser will not engage, and will not cause others to engage on behalf of the Purchaser, in any transactions (other than (x) purchases of Shares pursuant to this Agreement, or (y) exercises of stock options issued pursuant to the Company’s stock option plans; provided that the Purchaser complies with Rule 16b-3 under the 1934 Act in connection with any such exercise and the related securities) involving any security into which the Common Stock is convertible or any other related security or derivative, including, without limitation, corresponding or hedging transactions with respect to the Common Stock. The Purchaser also agrees not to enter into any binding contract with respect to any transactions described in the preceding sentence. (iii) The Purchaser will at all times, in connection with the performance of this Agreement, comply with all applicable laws, including, without limitation, Section 16 of the 1934 Act and the rules and regulations promulgated thereunder. (iv) The Purchaser agrees to provide such additional information and to execute such additional documents or instruments as may be reasonably requested by the Company or the Broker in connection with the performance of this Agreement and to make the payments contemplated herein; andconfirm compliance with applicable law. (iiv) That This Agreement constitutes the payment legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors’ rights and general principles of equity, and as rights to Financial Intermediary indemnity hereunder may be limited by applicable law. The Shares are not subject to any liens, security interests or other impediments to transfer, nor is there any litigation, arbitration or other proceeding pending, or to the Purchaser’s knowledge threatened, that would prevent or interfere with the purchase of any fees pursuant hereto is authorized the Shares under the Shareholder Servicing this Agreement. B. Financial Intermediary (b) The Broker represents, warrants and agrees thatcovenants to the Purchaser as follows: (i) It The Broker has implemented reasonable policies and procedures, taking into consideration the requisite authority nature of the Broker’s business, to enter into this Agreement ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or cause any purchase or sale, of any security as to perform which the services contemplated herein;Broker has Material Nonpublic Information, as well as those that prevent such individuals from becoming aware of or in possession of such Material Nonpublic Information. (ii) The execution In connection with all purchases of Shares, the Broker shall deliver to the Purchaser by facsimile or electronic mail, no later than the close of business on the date such transaction is effected, all information necessary (to the extent that the Broker possesses such information) for the Purchaser to make all required Form 4 and delivery of this Agreement and the performance 5 filings, as required by Section 16(a) of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and 1934 Act with regard to purchases made pursuant to this Agreement. (iii) This Agreement constitutes the legal, valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) the Broker enforceable against the Broker in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors’ rights and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I general principles of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAequity, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant rights to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event indemnity hereunder may be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued limited by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestapplicable law.

Representations, Warranties and Covenants. A. JPMDS represents Participant represents, warrants, and warrants covenants that: (i1) It Participant is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized, and is authorized to do business in Texas; (2) Participant has the requisite full power and authority to enter into this Agreement and perform all of Participant’s obligations, representations, warranties, and covenants under this Agreement; (3) Participant’s past, present, and future agreements or Participant’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to make which Participant is a party or by which its assets or properties are bound do not materially affect performance of Participant’s obligations under this Agreement; (4) The execution, delivery, and performance of this Agreement by Participant have been duly authorized by all requisite action of its governing body; (5) Except as set out in an exhibit (if any) to this Agreement, ERCOT has not, within the payments contemplated herein24 months preceding the Effective Date, terminated for Default any Prior Agreement with Participant, any company of which Participant is a successor in interest, or any Affiliate of Participant; (6) If any Defaults are disclosed on any such exhibit mentioned in subsection 4.A(5), either (a) ERCOT has been paid, before execution of this Agreement, all sums due to it in relation to such Prior Agreement, or (b) ERCOT, in its reasonable judgment, has determined that this Agreement is necessary for system reliability, and Participant has made alternate arrangements satisfactory to ERCOT for the resolution of the Default under the Prior Agreement; (7) Participant has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits, and other authorizations and has taken, or will take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations except licenses, registrations, certifications, permits or other authorizations that do not materially affect performance under this Agreement; (8) Participant is not in violation of any laws, ordinances, or governmental rules, regulations, or order of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (9) Participant is not Bankrupt, does not contemplate becoming Bankrupt nor, to its knowledge, will become Bankrupt; (10) Participant acknowledges that it has received and is familiar with the ERCOT Protocols; and (ii11) That Participant acknowledges and affirms that the payment to Financial Intermediary foregoing representations, warranties, and covenants are continuing in nature throughout the term of any fees pursuant hereto is authorized this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Participant’s performance of its obligations under the Shareholder Servicing this Agreement. B. Financial Intermediary ERCOT represents, warrants warrants, and agrees covenants that: (i1) It ERCOT is the Independent Organization certified under PURA §39.151 for the ERCOT Region; (2) ERCOT is duly organized, validly existing, and in good standing under the laws of Texas, and is authorized to do business in Texas; (3) ERCOT has the requisite full power and authority to enter into this Agreement and to perform the services contemplated hereinall of ERCOT’s obligations, representations, warranties and covenants under this Agreement; (ii4) ERCOT’s past, present and future agreements or ERCOT’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to which ERCOT is a party or by which its assets or properties are bound do not materially affect performance of ERCOT’s obligations under this Agreement; (5) The execution execution, delivery, and delivery performance of this Agreement and the performance of the services contemplated herein by ERCOT have been duly authorized by all necessary corporate requisite action on of its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediarygoverning body; (iii6) It currently doesERCOT has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and willother authorizations and has taken, conduct its activities hereunder in material conformity with or will take prior to beginning performance under this Agreement, all actions required by applicable federal, state and industry laws or governmental regulations and will disclose its receipt of fees hereunder to Customers (andexcept licenses, if requiredregistrations, will obtain their consent to such receipt) in accordance with applicable laws and regulationscertifications, permits or other authorizations that do not materially affect performance under this Agreement; (iv7) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I ERCOT is not in violation of the Employee Retirement Income Security Act any laws, ordinances, or governmental rules, regulations or order of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in any Governmental Authority or arbitration board materially affecting performance of this Agreement will be disclosed and to the Plan(s) through their representativeswhich it is subject; (v) Either (a) it 8) ERCOT is not a “fiduciary” with respect Bankrupt, does not contemplate becoming Bankrupt nor, to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAits knowledge, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesbecome Bankrupt; and (viii9) It will maintain comprehensive general liability coverage ERCOT acknowledges and will carry affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the term of this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a fidelity bond covering it and each materially adverse effect on ERCOT’s performance of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate obligations under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis Agreement.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations;fees (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCCNSCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC NSCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC NSCC the standard Networking agreement; (vii) The providing of its Its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS (a) Each party to this Confirmation represents and warrants to the other parties that: (i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act of 1933, as amended (the “Securities Act”) and is entering into the Transaction hereunder as principal and not for the benefit of any third party; and (ii) it is an “eligible contract participant” as defined in Section 1a(12) of the Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA. (b) Each of the Company and Parent represents and warrants to, and agrees with, Xxxxxxxxx as of the date hereof that: (i) each of its filings under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) the Notes have been duly authorized and any Notes, when delivered in accordance with the terms of the Transaction and upon authentication by the trustee in accordance with the relevant indenture, will be validly executed, issued and delivered by, and constitute valid and binding obligations of, the Company and Parent; (iii) the Underlying Shares have been duly authorized and any Underlying Shares, when delivered in accordance with the terms of the Notes and the relevant indenture and upon delivery of a certificate therefor (or a certified copy of the share register showing the relevant share entry), will be validly issued, fully paid and nonassessable, and the delivery thereof will not be subject to any preemptive or similar rights. (iv) the Indenture has been duly authorized by the Company, Parent and each relevant guarantor and, on the Settlement Date, will be duly executed and delivered by the Company, Parent and each relevant guarantor and, assuming due authorization, execution and delivery thereof by the trustee and the collateral agent related to the Convertible Notes in accordance with the Indenture, will constitute a legally valid and binding instrument enforceable against the Company, Parent and each relevant guarantor in accordance with its terms (in each case subject, as to the enforcement of remedies, to the effects of (x) bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (y) general principles of equity (whether considered in a proceeding in equity or at law) and (z) an implied covenant of good faith and fair dealing (collectively, the “Enforceability Limitations”)); (v) the guarantees related to the Convertible Notes have been duly authorized by each relevant guarantor and, when the Indenture is duly executed and delivered by all parties thereto, will be duly executed and delivered by each relevant guarantor and will constitute the legal, valid and binding obligations of each relevant guarantor, enforceable against each relevant guarantor in accordance with their terms and entitled to the benefits of the Indenture (subject to the Enforceability Limitations); (vi) a registration rights agreement providing for the resale of the Convertible Notes and any Underlying Shares by Purchaser has been duly authorized by the Company and Parent and, when validly executed and delivered by the parties thereto, will constitute the valid and binding obligations of the Company and Parent, enforceable against the Company and Parent in accordance with its terms (subject to the Enforceability Limitations); (vii) each of the Convertible Notes Agreements conforms in all material respects to the description thereof in the Prospectus Supplement, to the extent described therein; (viii) no consent, approval, authorization, registration or qualification with or filing with or order of any court or governmental agency or body having jurisdiction over Parent, the Company, Sealy Mattress Corporation or any of their subsidiaries is required in connection with the execution, delivery and performance of the Convertible Notes Agreements (including, without limitation, the issuance of the Convertible Notes), except such (A) as may be required under the blue sky laws of any jurisdiction in which the Convertible Notes are offered and sold in connection with the transactions contemplated by the Convertible Notes Agreements, (B) filings of financing statements under the Uniform Commercial Code as from time to time in effect in the relevant jurisdictions or the relevant personal property security legislation, each as from time to time in effect in the relevant jurisdictions; any mortgage filings in relevant jurisdictions; and any filings required by the United States Patent and Trademark Office or the United States Copyright Office or the applicable intellectual property legislation, rules or regulations in effect in the other relevant jurisdictions or (C) as shall have been obtained or made prior to the Settlement Date; (ix) none of the execution and delivery of the Convertible Notes Agreements, the issuance and sale of the Convertible Notes, the issuance of the relevant guarantees or the consummation of the Transaction herein or the transactions therein contemplated, or the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of or default under (A) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which Parent, the Company or each relevant guarantor is a party or bound or to which its or their property is subject; or (B) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Parent, the Company, or each relevant guarantor or any of its or their properties, other than in the cases of clauses (A) and (B), such breaches, violations or defaults that could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of Parent, the Company and each relevant guarantor, taken as a whole and after giving effect to the Transaction or the transactions contemplated in the Convertible Notes Agreements; or result in the violation of the charter, bylaws or any equivalent organizational document of Parent, the Company or each relevant guarantor; (x) it is not entering into this Confirmation to create actual or apparent trading activity in the Underlying Shares (or any security convertible into or exchangeable for Underlying Shares) or to raise or depress or otherwise manipulate the price of the Underlying Shares (or any security convertible into or exchangeable for Underlying Shares); (xi) it is entering into this Confirmation and the Transaction in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and it has not entered into or altered any hedging transaction relating to the Underlying Shares corresponding to or offsetting the Transaction; (xii) it is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and (xiii) it is eligible to conduct a primary offering of Notes on Form S-3, the offering contemplated by the Prospectus Supplement complies with Rule 415 under the Securities Act. (c) In connection with this Confirmation and the Transaction, each of the Company and Parent agrees that: (i) it shall not enter into or alter any hedging transaction relating to the Underlying Shares corresponding to or offsetting the Transaction; (ii) it shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default, a Termination Event in respect of which it is an Affected Party, an applicable Extraordinary Event or Additional Disruption Event, notify Purchaser within one Scheduled Trading Day of the occurrence of obtaining such knowledge; (iii) Parent shall print and file with the SEC the Prospectus Supplement, distribute the Prospectus Supplement to Parent’s stockholders of record as of the record date and thereafter promptly commence the Rights Offering on the following terms: (A) Parent shall distribute, at no charge, at the rate of one Right per Underlying Share that are owned by a holder of record of Underlying Shares as of the applicable record date, (B) 13 Rights shall entitle the holder thereof to purchase, at the election of such holder, one Note, (C) each holder who fully exercises its Rights will be entitled to subscribe for additional Notes that remain unsubscribed as a result of any unexercised Rights (“Unsubscribed Notes”), (D) if there are any Unsubscribed Notes, (x) holders of Rights (other than Purchaser) who have submitted over-subscription requests shall be allocated 49.4% of the aggregate principal amount of such Unsubscribed Notes or such lesser amount of aggregate Unsubscribed Notes as is set forth in the over-subscription requests of such holders, and (y) Purchaser shall be shall be allocated the balance of such Unsubscribed Notes, (E) each such Right shall be transferable, in whole or in part, until the close of business on the Exchange Business Day preceding the expiration date of the Rights Offering and (F) the Rights Offering shall remain open for 30 days, or such longer period as required by law or otherwise agreed by the parties; (iv) it shall not amend or supplement the Prospectus Supplement or amend any of the terms of the Convertible Notes Agreements, terminate the Rights Offering or waive any material condition to the closing of the Rights Offering, in each case, without the prior written consent of Purchaser. Subject to the terms and conditions of the Rights Offering, it shall effect the closing of the Rights Offering as promptly as practicable following the expiration of the Rights Offering. The closing of the Rights Offering shall occur at the time, in the manner and on the terms of the Rights Offering as set forth in Section 5(c)(iii) and in the Prospectus Supplement; (v) it shall not, and shall cause each of its subsidiaries not to, take any actions that would cause a Fundamental Change or Make-whole Fundamental Change (each as defined in the Indenture) to occur as if the Convertible Notes had been issued on the Effective Date; and (vi) if any event occurs that would require any adjustments to be made to the Conversion Price (as defined in the Indenture) as if the Convertible Notes had been issued on the Effective Date, it shall make such appropriate adjustment to the Conversion Price when the Convertible Notes are issued. (d) Xxxxxxxxx represents and warrants to, and agrees with, the Company and Parent as of the date hereof that: (i) It is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Convertible Notes, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the requisite authority Convertible Notes; it is acquiring the Convertible Notes under his Confirmation for its own account in the ordinary course of its business, for investment only and not with a view to enter into this Agreement the distribution hereof within the meaning of the Securities Act; it has been furnished with, or has had access to, all materials relating to the business, finances and operations of Parent and its subsidiaries and materials relating to make the payments contemplated hereinoffer and sale of the Convertible Notes which have been requested by it; and (ii) That it has been afforded the payment opportunity to Financial Intermediary ask questions of any fees pursuant hereto Parent and the Company; and it understands that its investment in the Convertible Notes and involves a significant degree of risk including a risk of total loss of its investment, and it is authorized under fully aware of and understands all the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has risk factors related to its purchase of the requisite authority to enter into this Agreement and to perform the services contemplated hereinConvertible Notes; (ii) The execution and delivery of this Agreement and the performance it shall, upon obtaining knowledge of the services contemplated herein have been duly authorized by all necessary corporate action on its partoccurrence of any event that would, and this Agreement constitutes with the valid and binding obligation giving of Financial Intermediarynotice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default or a Termination Event in respect of which it is an Affected Party, notify Sellers within one Scheduled Trading Day of the occurrence of obtaining such knowledge; (iii) It currently doesit shall not take any actions that would cause the Company or Parent to be in breach of the covenants set forth in Sections 5(c)(iii) to (vi) of this Confirmation or to fail to satisfy any of the conditions for settlement set forth in Section 4. (e) Purchaser will exercise all the Rights that are distributed to it in the Rights Offering, which Rights will cover $89,628,792 aggregate initial principal amount of the Convertible Notes, and willwill oversubscribe for all the Convertible Notes that are not subscribed for upon the exercise of Rights distributed to other stockholders of Parent in the Rights Offering, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased each case by Customers through a defined contribution plan subject to Title I way of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided subscription for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees Convertible Notes pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of SharesConfirmation; and (viiif) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, Xxxxxxxxx agrees that it will furnish enter into a certificate written consent approving the Transaction as the majority shareholder of insurance evidencing such coverage. Parent. (g) Each party hereto agrees hereby acknowledges that the terms of the Convertible Notes Agreements are satisfactory to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requeston the date hereof.

Representations, Warranties and Covenants. A. JPMDS (a) Each party to this Confirmation represents and warrants to the other party that: (i) It has it is a “qualified institutional buyer” as defined in Rule 144A under the requisite authority to enter into this Agreement and to make Securities Act of 1933 as amended (the payments contemplated herein“Securities Act”) or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and (ii) That it is an “eligible contract participant” as defined in the payment Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to Financial Intermediary of any fees pursuant hereto is authorized under individual negotiation by the Shareholder Servicing Agreementparties and have not been executed or traded on a “trading facility” as defined in the CEA. B. Financial Intermediary represents(b) Counterparty represents and warrants to, warrants and agrees with, Deutsche as of the date hereof that: (i) It has it is not aware of any material non-public information concerning the requisite authority Issuer or the Shares and “material” information for these purposes is any information to enter into this Agreement and which an investor would reasonably attach importance in reaching a decision to perform buy, sell or hold securities of the services contemplated hereinIssuer; (ii) The execution and delivery of it is not entering into this Agreement and Confirmation to create actual or apparent trading activity in the performance Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial IntermediaryShares (or any security convertible into or exchangeable for Shares); (iii) It currently doesit is entering into this Confirmation and the Transaction in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws it has not entered into or regulations and will disclose its receipt of fees hereunder altered any corresponding or hedging transaction or position relating to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulationsthe Shares; (iv) To the extent Shares are purchased by Customers through Counterparty is a “qualified investor” (as defined contribution plan subject to Title I in Section 3(a)(54) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”Exchange Act), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either Counterparty owns (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is used in Rule 16c-4 under the Exchange Act) a number of Shares (including the Shares pledged to Deutsche pursuant to the “Collateral” provision in Section 2 above), after subtracting the number of Shares to which any put equivalent positions (as defined in Section 3(21Rule 16a-1(h) of ERISA, and Section 4975 under the Exchange Act) have been established or are maintained by Counterparty (other than any put equivalent position established as a result of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”Transaction), and/or in Networking, Financial Intermediary is a member at least equal to the aggregate Number of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of SharesTransaction Options; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS 8.1 Each Party respectively represents and warrants warrants, on each day and on a continuing basis during the term of this Agreement that: (i) It it is duly organized (as applicable) and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (ii) it has the requisite authority power to enter into execute and deliver this Agreement, and any other documentation relating to this Agreement to which it is a party, and to make perform its obligations under this Agreement; (iii) the payments contemplated hereinperformance of the obligations under this Agreement does not violate or conflict with any existing law, judgment, order, regulation, or contractual restriction applicable to or binding on it of the Assets (as applicable); and (iiiv) That the payment to Financial Intermediary of any fees pursuant hereto is authorized its obligations under the Shareholder Servicing Agreementthis Agreement constitute its legal, valid, and binding obligations, enforceable in accordance with their respective terms. B. Financial Intermediary represents8.2 In addition to the representations and warranties in clause 8.1, warrants the Client hereby represents and agrees warrants, on each day and on a continuing basis during the term of this Agreement and each time the Client initiates an Instruction, that: (i) It the Client has the requisite authority power to enter into this Agreement and to perform the services contemplated hereindeliver any Instructions hereunder; (ii) The execution to the best of the Client's knowledge, all required governmental and delivery of other consents that are required to have been obtained by the Client with respect to this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, obtained and this Agreement constitutes the valid are in full force and binding obligation effect and al! conditions of Financial Intermediaryany such consents have been complied with; (iii) It currently does, and will, conduct its activities the Client will not use the Services provided by Matrix hereunder in material conformity with all applicable federalany manner that is, state and industry laws or regulations and will disclose its receipt would result in, a violation of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with any applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through Client is aware of and familiar with, and has been fully informed of, the risks associated with giving Instructions, and is willing to accept such risks, and the Client shall (and shall cause each Authorized Person to) safeguard and treat with extreme care any credentials related to the Custody Account. The Client agrees that the security procedures (if any) to be followed in connection therewith provide a defined contribution plan subject to Title I commercially reasonable degree of protection in light of particular needs and circumstances. The Client agrees and understands that an Instruction given in the name of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (Client by a “Plan”), the arrangements provided for in this Agreement will designated Authorized Person may conclusively be disclosed presumed by Matrix to the Plan(s) through their representatives;have been given by an Authorized Person; and (v) Either (a) the Client undertakes that it is not a “fiduciary” with respect to the provision not, and no transfer of the services contemplated herein Assets pursuant to any Plan(sInstruction hereunder is, (i) as such term is defined in Section 3(21) the target of ERISAany Sanctions, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (bii) its receipt located, organized, or resident in a country or territory that is, or whose government is, the target of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestSanctions.

Representations, Warranties and Covenants. A. JPMDS represents 4.1. Seller hereby makes the following representations and warrants thatwarranties: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it 4.1.1. Seller is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) "foreign person" as such term is defined in Section 3(211445 (f) of ERISA, and Section 4975 (3) of the Internal Revenue Code of 19861996, as amended (the “"Code”"). 4.1.2. Seller has the full right, power and authority to sell and convey the Property to Purchaser as provided herein and to carry out its obligations hereunder. The consummation by Seller of the transaction which is the subject of this Agreement will not conflict with or result in a breach of any of the terms of any agreement or instrument to which Seller is a party or by which Seller is bound or constitute a default thereunder; the Board of Directors of Seller's general partner's corporate general partner has authorized and approved of the execution and delivery of this Agreement, the transaction which is the subject of this Agreement, and all documents to be executed and delivered by Seller at the Closing; and each person executing and delivering this Agreement and all documents to be executed and delivered by Seller at the Closing represents and warrants to Purchaser that he has due and proper authority to execute and deliver same. 4.1.3. To the extent of Seller's actual knowledge, no condemnation or eminent domain proceedings are pending against the Property. 4.1.4. Except as set forth in the Phase I Environmental Site Assessments prepared by S.T. Xxxxxx Engineers, Inc. and dated June 7, 1993 and May, 1996 (no day specified), a copy of which Purchaser hereby acknowledges having received, Seller has no actual knowledge of any Hazardous Materials existing on the Property. For purposes of this Agreement, "Hazardous Materials" means toxic materials, toxic substances, pollutants, contaminants, hazardous waste or hazardous substances (as those terms are defined in any federal, state or local environmental laws or regulations affecting the Land or Improvements), except for (a) chemicals and fluids used in the maintenance and operation of any swimming pools on the Property, (b) its receipt of fees pursuant to this Agreement any pesticides, fluids, cleaners and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA other materials which are ordinarily and Section 4975 of the Code; (vi) That if it plans to participate customarily utilized in the DTCC’s Mutual Fund Settlement Entry maintenance, repair and Registration Verification system operation of an apartment project, and (“Fund/SERV”)c) any cleaners, and/or in Networkingfluids, Financial Intermediary is a member of chemicals and other materials which may be located within the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestapartment units.

Representations, Warranties and Covenants. A. JPMDS Each party represents and warrants that: to the other party as follows: (i1) It it has the requisite full corporate power and authority to enter into this Agreement and to make the payments contemplated hereinperform its obligations hereunder; and (ii2) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery its performance of this Agreement will not conflict with or result in a breach or violation of, or constitute a default under, any agreement by which it is bound; and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part(3) when executed and delivered, and this Agreement constitutes the valid will constitute a legal, valid, and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable against it in accordance with applicable laws the terms of this Agreement. Issuer represents, warrants, covenants, and regulations; agrees that (iv1) To the extent Shares are purchased by Customers through a defined contribution plan subject Security is an uncertificated equity security of Issuer, (2) it has engaged, or will engage, an SEC-registered transfer agent to Title I serve as the registrar of record ownership of the Employee Retirement Income Security, (3) except as otherwise agreed by tZERO ATS in view of Applicable Securities Laws, trading of the Security Act on the ATS will not commence if the Security has not been authorized and outstanding for at least one (1) year; (4) resales of 1974the Securities will not be permitted by Affiliates of Issuer on the ATS without the express written consent of tZERO ATS, in its sole discretion, (5) all Diligence Materials and other information provided to tZERO ATS as amended part of its Diligence Review and any financial statements and other information provided to Subscribers, Subscribers’ clearing firm, and tZERO ATS’s clearing firm, purchasers, or other market participants is true and correct in all material respects, (“ERISA”6) resales of its securities on the tZERO ATS are permitted under all applicable U.S. securities laws, (a “Plan”), 7) the arrangements provided for Issuer and its Affiliate shall not engage in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” any manipulative trading activity with respect to the provision Security, (8) the Issuer shall comply with all registration and reporting obligations with respect to the Security under all applicable U.S. securities laws and (9) except as otherwise agreed by tZERO ATS in view of Applicable Securities Laws, Issuer has completed the Standard Manual Exemption Listing of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate Security in the DTCC’s Mutual Fund Settlement Entry Mergent Industrial and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestInternational Manuals & News Reports.

Representations, Warranties and Covenants. A. JPMDS represents (a) Fund Parties represent and warrants that: (i) It has warrant to Service Provider that Fund Parties and the requisite authority to enter into persons executing this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary on their behalf, including on behalf of any fees pursuant hereto is Fund, are duly authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority empowered to enter into execute and deliver this Agreement on behalf of Fund Parties and, when executed and to perform the services contemplated herein; (ii) The execution and delivery of delivered, this Agreement and shall constitute the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partlegal, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; Fund Parties, enforceable in accordance with its terms. Fund Parties further represent and warrant to Service Provider that the payment to Service Provider of any Fees pursuant hereto (i) has been duly authorized by the Board of Directors of each Fund Party and any other person to the extent such authorization is required to make such payment; (ii) is properly disclosed in the relevant Fund Prospectus and/or Statement of Additional Information to the extent such disclosure may be required; and (iii) It currently does, and will, conduct its activities hereunder is in material conformity with all applicable federal, state and industry laws or regulations to which the Fund(s) or its agents are subject. (b) Each Fund is a "no-load" or "no sales charge" Fund as defined in Rule 2830 of the NASD Conduct Rules. (c) Service Provider represents and will disclose warrants that: (i) it and the persons executing this Agreement on its receipt of fees hereunder behalf are duly authorized and empowered to Customers (enter into this Agreement and, if requiredwhen executed and delivered, will obtain their consent to such receipt) this Agreement shall constitute the legal, valid and binding obligation of Service Provider, enforceable in accordance with applicable its terms; (ii) the activities of Service Provider contemplated by this Agreement comply with all provisions of federal and state securities laws and regulations; the NASD Conduct Rules applicable to such activities; (iii) Service Provider has obtained and shall maintain such registrations and qualifications as are necessary to permit it to perform its obligations hereunder; and (iv) To the arrangements provided for in this Agreement will be disclosed to the Clients, to the extent Shares are purchased required by Customers through a defined contribution plan subject to Title I law. (d) Service Provider represents and warrants that it will comply with all provisions of federal and state laws, rules and regulations, including the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) (a “Plan”"), the arrangements provided for in applicable to its respective activities under this Agreement. The receipt of compensation under this Agreement by Service Provider will be disclosed to the Plan(s) through their representatives;not violate any federal or state laws, rules or regulations, including ERISA. (ve) Either (a) Service Provider represents and warrants that it is not has adopted a “fiduciary” privacy policy in accordance with respect Regulation S-P and will comply with such privacy policy with regard to Clients who purchase, own and sell shares of any Fund. Service Provider further represents and warrants that it has adopted an anti-money laundering program that satisfies the provision requirements of the services contemplated herein USA PATRIOT Act and applicable rules and regulations relating thereto and will comply with such program with regard to Clients who purchase, own and sell shares of any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code;Fund. (vif) That if it plans Service Provider acknowledges and agrees that certain Clients may engage in activities that may be disruptive to participate in the DTCC’s Mutual Fund Settlement Entry a Fund, including market timing and Registration Verification system (“Fund/SERV”)frequent purchases, and/or in Networking, Financial Intermediary is a member of the DTCC redemptions or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverageexchanges. Each party hereto Service Provider agrees to provide use its best efforts to the other comply with policies and requests of any Fund that are designed to reduce or eliminate such information disruptive activities and to assist a Fund or documentation necessary for a Fund Party in identifying Clients who are engaging in such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestdisruptive activities.

Representations, Warranties and Covenants. A. JPMDS Each party to this Agreement represents and warrants and/or covenants that:; (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partand, when executed and this Agreement constitutes delivered, shall constitute the legal, valid and binding obligation of Financial Intermediaryeach party, enforceable in accordance with its terms; (ii) it has obtained such registrations and qualifications as are necessary to permit it to perform its obligations hereunder; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to Clients to the Plan(sextent required by law; and (iv) through their representativesno party to this Agreement will, as principal, purchase any Shares from a Client at a price lower than the net asset value next determined by or for the Fund that issued such Shares. Nothing in this subsection shall prevent Mxxxxx Sxxxxxx from selling Shares for a Client to Company or to the Fund which issued such Shares at the net asset value then quoted by or for such Fund (less any applicable contingent deferred sales charge or other charges) and charging a fair commission or service fee for handling the transaction. B. Xxxxxx Sxxxxxx represents warrants and/or covenants that; (vi) Either (a) Mxxxxx Sxxxxxx shall not withhold placing Clients’ orders for Shares so as to profit themselves as a result of such withholding. Mxxxxx Sxxxxxx shall not purchase any Shares from Company other than for their own investment or to cover purchase orders already received by it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) from its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the CodeClients; (viii) That if Mxxxxx Sxxxxxx and its agents and employees are not authorized to make any representations concerning the Funds or their Shares except those contained in or consistent with the Prospectus and such other written materials Company provides relating to the Funds or other statements or representations, written or oral, which Company furnishes or makes to Mxxxxx Sxxxxxx about the Funds; (iii) it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access Financial Industry Regulatory Authority (“FINRA”) and agrees to Fund/SERV and notify the other should it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event cease to be primarily intended to result in the sale of Sharessuch a member; and (viiiiv) with respect to its activities contemplated by this Agreement it will abide by all the applicable rules and regulations of FINRA and all applicable federal and state securities laws. C. Company represents warrants and/or covenants that; (i) it is a member of FINRA and agrees to notify the other should it cease to be such a member; and (ii) with respect to its activities contemplated by this Agreement it will abide by all the applicable rules and regulations of FINRA and all applicable federal and state securities laws. D. The Trust represents warrants and/or covenants that; (i) Fund Shares are registered and authorized for sale in accordance with any and all applicable federal and state securities laws; (ii) the Prospectus for each Fund complies in all material respects with any and all applicable federal and state securities laws; and (iii) It will maintain comprehensive general liability coverage shall use its best efforts to cause Shares of the Funds to continue to be registered and/or authorized for sale in accordance with all applicable federal and will carry state securities laws and shall notify Mxxxxx Sxxxxxx promptly in the event any Fund’s Shares cease to be so registered or authorized for sale. In the event that there is a fidelity bond covering it sale of Fund Shares in a jurisdiction where the Fund Shares are not registered and/or authorized for sale, the Trust or its designee shall promptly alert Mxxxxx Sxxxxxx and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to request that the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requesttransaction be reversed.

Representations, Warranties and Covenants. A. JPMDS represents 3.1 In this GTC, representations and warrants thatwarranties are personal statements, assurances or undertakings given by you to us, and on which we are allowed to rely when dealing with you. 3.2 You make the following representations and warranties at the time you enter this GTC and every time you enter into a Transaction with us under this GTC: (i) It has the requisite authority to enter 3.2.1 You are of sound mind, and over 18 years of age; 3.2.2 You, and/or any persons entering into these terms or performing any Transactions on your behalf, have all powers, consents, authority, licenses, and authorisations to: 3.2.2.1 Lawfully execute and deliver this Agreement GTC, each Transaction and any other related documentation; 3.2.2.2 Perform your obligations under this GTC and each Transaction and to make the payments contemplated hereinplace any Orders or Instructions; and (ii) That the payment 3.2.2.3 Have taken all necessary action to Financial Intermediary authorise such execution, delivery, and performance; 3.2.3 You are acting on your own behalf only and as principal in entering into this GTC and each Transaction and are not acting as any other person's agent or representative; 3.2.4 All information which you provide or have provided is true, accurate and not misleading in any respect; 3.2.5 No Event of Default has occurred or is occurring with respect to you or any other credit support provider; 3.2.6 All governmental, regulatory, and other consents that are required to have been obtained by you in relation to this GTC, including to perform all of your Obligations, have been so obtained and are in full force and effect and all conditions of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated hereinsuch consents have been complied with; (ii) The execution and delivery of 3.2.7 Your Obligations under this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partGTC constitute your legal, valid, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doesobligations, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable in accordance with applicable laws and regulationstheir respective terms; (iv) To 3.2.8 You do, and will continue to, comply with all laws, rules, regulations and disclosure requirements of any relevant jurisdiction, exchange, market, or regulatory authority which apply in respect of us, you, or your investments from time to time; 3.2.9 You are aware of, and have the extent Shares are purchased by Customers through a defined contribution plan subject capacity to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”)evaluate and understand, the arrangements provided for in this Agreement will be disclosed to terms and conditions, and the Plan(s) through their representativesrisks, of your Transactions; 3.2.10 Unless otherwise allowed under the terms of this GTC, any money paid or provided to us by you shall, at all times: 3.2.10.1 Be free from any and all rights of a third party to withhold or retain it (vsuch as a lien) Either or security rights over it (asuch as a mortgage or a charge) it is not a “fiduciary” with respect or any pledge or other right to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesmake claims against it; and 3.2.10.2 Be beneficially owned by you and shall not be charged, assigned, or otherwise disposed of, or any interest created in them. 3.2.11 You are willing and able to accept the terms and conditions of this GTC and to assume (viiifinancially and otherwise) It will maintain comprehensive general the risks of your Transactions; and 3.2.12 You are willing and financially able to sustain a total loss of funds resulting from your Transactions, in addition to any liability coverage you may occur in excess of your funds, which may be significant. 3.3 A covenant is a promise to do something. You covenant to us that you will: 3.3.1 Promptly and will carry a fidelity bond covering it as soon as you become aware of such occurrence, notify us of the occurrence of any Event of Default or potential Event of Default; 3.3.2 Promptly give us (or procure to be given) such information and each assistance as we may reasonably require enabling us to assist or achieve compliance with any of its employees our obligations in relation to your Account or the Services, including any information which may be required for the purpose of complying with the Foreign Account Tax Compliance Act 2010 ("FATCA"), Common Reporting Standard and authorized agents with limits other applicable laws or regulations; and 3.3.3 Promptly notify us of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide any changes to the other details you have provided, including any change of address, or anticipated change in your financial circumstances or employment status which may affect the basis on which we conduct business with you. 3.4 You agree to indemnify the Company and its affiliates for, and to hold the Company and its affiliates harmless from, any loss or expense that such information Company or documentation necessary for such party to fulfill its obligations hereunder and such other information affiliates may sustain or documentation incur directly or indirectly as either party may reasonably requesta result of your breach of this clause 1.

Representations, Warranties and Covenants. A. JPMDS represents 8.1. APM represents, warrants and warrants thatcovenants, to the Client as under: (i) 8.1.1. It is a company duly organized, validly existing and in good standing under the Applicable Regulations. 8.1.2. In the performance of its Services under this Agreement, it undertakes to provide the Services on a timely and best effort basis, ensuring transparency and proactive information towards the Client and with due-exercise of prudent judgment, due care and diligence which can be commonly expected from a professional service provider in the same industry. 8.1.3. It has the requisite legal right, power and authority to enter into this Agreement, and shall deliver and perform its obligations under this Agreement. 8.1.4. It has obtained consents, applicable licences, authorizations, and permissions as may be required for the purpose of executing this Agreement and performing its obligations hereunder. 8.1.5. It has registered itself with the FSRA and has the capital adequacy prescribed for a body corporate under the Applicable Regulations. 8.1.6. It represents that its directors, principal officers and persons associated with the Services are fit and proper persons based on the criteria as specified in the Applicable Regulations and they will continue to satisfy the fit and proper criteria as stipulated under Applicable Regulations during the term of this Agreement. Registered with Abu Dhabi Global Market (ADGM) as a Private Company Limited by Shares (RN 000005466). Authorized and regulated by the Financial Services Regulatory Authority of the ADGM (FSP No. 200034). 8.1.7. It shall endeavour to obtain the necessary renewals of necessary certificate(s) from the FSRA for uninterrupted delivery of services. 8.1.8. That there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending against APM which may prejudicially affect the due performance or enforceability of this Agreement or any obligation, act, omission or transaction contemplated hereunder. 8.1.9. That it shall not manage funds, assets, securities and/or investment products on behalf of the Client and APM shall only receive such sums of monies from the Client as are necessary to discharge the Client’s liability towards Fees owed to APM. 8.1.10. That it does not warrant as to the performance or profitability of the investments or any part of it or as to the achievement of any specific or general results in respect of the investments made by the Client pursuant to the investment services provided to the Client under this Agreement. 8.1.11. That it hereby agrees to keep an arm’s length distance between its activities as matched principal and its other activities throughout the term of this Agreement. 8.1.12. That it shall ensure to take all consents and permissions from the Client prior to undertaking any actions in relation to the Transaction. 8.1.13. That it will clearly disclose the general nature and/or sources of conflicts of interest to the Client before undertaking business for the Client. 8.2. The Client represents, warrants, declares and undertakes to APM as under: 8.2.1. That it has full power, legal capacity and authority to execute, deliver and perform this Agreement and has taken all necessary permissions, objections, consents (corporate, statutory, contractual or otherwise) etc. to authorise the execution, delivery and performance of this Agreement in accordance with its terms, to open, maintain and/or continue to maintain the Investments/portfolio, to utilize the Services to enter into the Transactions and/or financial products and to give APM any Instructions that may be given from time to time; 8.2.2. That it agrees that this Agreement has been duly executed and it is a valid and binding agreement. 8.2.3. That it understands that he/she/it is not under any obligation or compulsion to invest in specific securities and/or investment products and the Client may invest in such securities and/or investment products at their own discretion. The Client shall be solely responsible for making his/her/its own independent investigation, understanding and appraising and making a decision on all financial products before dealing in them. 8.2.4. That it represents that he/she/it has sufficient knowledge and experience so as to be able to evaluate the merits and risks of utilizing the Services contemplated under this Agreement and the Client has independently made the decision to avail such Services based upon the Client’s own judgment or upon professional (including legal and tax) advice obtained independently of APM 8.2.5. That all Client Information provided to APM is true and accurate and not misleading in any way and APM is entitled to rely on such Information. The Client further agrees that the Information given to APM for arriving at the risk profile of the Client is true and Registered with Abu Dhabi Global Market (ADGM) as a Private Company Limited by Shares (RN 000005466). Authorized and regulated by the Financial Services Regulatory Authority of the ADGM (FSP No. 200034). accurate. The Client agrees to promptly inform APM in writing in case of any changes in the Information / documents provided to APM during the term of this Agreement. APM shall not be liable for any Loss suffered by the Client which arises due to the Client’s failure to update APM as contemplated hereunder. 8.2.6. That the Client acknowledges that all Client Information provided constitutes representations of the Client. 8.2.7. That the Client hereby confirms and agrees that the Client shall provide any and all Information and documents, as may be required by APM at its sole discretion, from time to time for satisfying KYC and other requirements under the Applicable Regulations. 8.2.8. That the Client hereby confirms that there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgements or decrees of any nature made, existing, threatened, anticipated or pending against the Client which may prejudicially affect the due performance or enforceability of this Agreement or any obligation, act, omission or transaction contemplated hereunder. 8.2.9. That the Client acknowledges receipt of this Agreement, has read this Agreement, and acknowledges the risks associated, whether set out in this Agreement or not, and shall not hold APM and/or any person appointed by it, responsible for the same. 8.2.10. That the Client is aware that APM records conversations between the Client and/or the Client’s representative and APM or APM’s representatives, over the telephone, and hereby specifically permits APM to do so. Such recordings may be relied upon by APM as and when required. 8.2.11. That the Client understands that it is the Client’s sole responsibility to obtain regulatory approvals and make requisite disclosures under the payments contemplated hereinApplicable Regulations in relation to any investment made, including without limitation, filings with and disclosures to FSRA or any other regulatory authority or fulfilling any KYC requirements as may be required from time to time. 8.2.12. That when the Client instructs APM to enter into an Execution-only Transaction, the only role of APM in relation to that Execution-only Transaction will be to pass on the Client’s Instructions to the relevant Issuer and/or service provider for action and APM shall have no other obligations or responsibilities to the Client, in particular: (a) APM will not have any duty to advise the Client in respect of either that Execution- only Transaction or any subsequent sale or potential sale of any asset acquired under that Execution-only Transactions; and (iib) That The Client is responsible for conducting a Suitability Assessment on the payment to Financial Intermediary suitability of any fees pursuant hereto is authorized under the Shareholder Servicing AgreementExecution-only Transaction in the context of the Client’s investment objectives and tax planning. B. Financial Intermediary represents(c) In addition to the representations, warrants warranties and agrees that: (i) It has covenants provided in clause 8, the requisite authority Client warrant and undertake that there is no pending or, to enter into this Agreement and the Client’s knowledge, threatened against the Client any action, suit or proceeding at law or in equity or before any court, tribunal, government body, agency or official or any arbitrator that is likely to affect the Client’s ability to perform the services contemplated herein; Client’s obligations under this Agreement. Registered with Abu Dhabi Global Market (iiADGM) The execution as a Private Company Limited by Shares (RN 000005466). Authorized and delivery of this Agreement and regulated by the performance Financial Services Regulatory Authority of the services contemplated herein have been duly authorized by all necessary corporate action on its partADGM (FSP No. 200034). 8.2.13. That the Client is aware of, and this Agreement constitutes the valid understands the, Applicable Regulations relating to Market Abuse. It acknowledges and binding obligation of Financial Intermediary; (iii) It currently doesagrees that APM may monitor his/her Orders, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder that APM has a legal obligation to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed report to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISArelevant authorities, and Section 4975 of to supply information to them about the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCCClient’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requesttrades.

Representations, Warranties and Covenants. A. JPMDS represents 7.1 In the OJV Agreement, each Party shall represent and warrants warrant to the other that: (ia) It it is a body corporate duly incorporated and in good standing in its jurisdiction of incorporation and it is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of the OJV Agreement; (b) it has the requisite capacity and authority to enter into this and perform the OJV Agreement and all transactions contemplated therein and all corporate and other actions required to make authorize it to enter into and perform the payments contemplated hereinOJV Agreement have been properly taken; (c) it will not breach any other agreement, or any undertaking, security or arrangement by entering into or performing the OJV Agreement; and (iid) That the payment OJV Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms and the person executing the OJV Agreement on its behalf is duly authorized to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreementdo so. B. Financial Intermediary represents7.2 LKA represents and warrants and, warrants in the OJV Agreement, LKA shall represent and agrees warrant, to Richmont that: (a) it is the sole (100%) owner of the Property free and clear of all Liens, except for the paramount title of the United States in the unpatented mining claims and except for any matters identified by LKA in Schedule A to this Letter Agreement; it has not granted any unregistered real or personal rights thereon to third parties, it is in possession of the Property and knows of no other person claiming any interest in the Property or the ground covered thereby, except for the rights of Au pursuant to the NSR Royalty Agreement; and, with respect to each of the unpatented mining claims (collectively, the "Mining Claims") to the best of LKA's actual knowledge : (i) It has the requisite authority they were properly laid out and monumented on available public domain land open to enter into this Agreement and to perform the services contemplated herein; appropriation by mineral location; (ii) The execution all required location and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; validation work was properly performed; (iii) It currently doeslocation notices and certificates were timely and properly recorded and filed with appropriate governmental agencies, and willall payments required in connection therewith were timely and properly made; (iv) assessment work of a nature sufficient to hold the claims has been timely and properly performed, conduct and all claim maintenance and related fees have been timely paid as required by law in order to maintain the claims; (v) all affidavits of assessment work, evidence of payment of claim maintenance fees, and other filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies; (vi) LKA has no knowledge of conflicting claims or adverse interests in or to the Mining Claims; and (viii) the Mining Claims constitute a contiguous and compact group with no interior gaps or fractions. (b) LKA has conducted all of its activities hereunder on the Property in material conformity compliance with all applicable federal, state and industry laws or regulations local laws, rules and will disclose its receipt regulations, including without limitation those pertaining to human health and safety and protection of fees hereunder the environment, and that to Customers (andthe best of LKA's actual knowledge, if requiredexcept for materials used, will obtain their consent to such receipt) stored and disposed of in accordance compliance with applicable laws and regulationsotherwise commonly used in the mining industry in connection with ongoing operations on the Property, the Property is free and clear of any hazardous or toxic material, pollution, or other adverse environmental conditions arising out of mining activities conducted thereon, which may give rise to any environmental liability under environmental laws and, to LKA's actual knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any hazardous substances or materials has otherwise occurred at the Property, except in compliance in all material respects with all environmental laws; (ivc) To LKA is not aware of, nor has LKA received notice or other communication from any federal, state, or local governmental agency that there exists on the extent Shares Property, any physical or environmental condition which constitutes a violation of any applicable federal, and state or local governmental law, regulation, or ordinance, and there are purchased by Customers through a defined contribution plan subject no pending or, to Title I of the Employee Retirement Income Security Act of 1974LKA's knowledge, as amended (“ERISA”) (a “Plan”)threatened claims, the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representativessuits, actions, proceedings or investigations with respect thereto; (vd) Either (a) it Except as disclosed to Richmont in writing, LKA has obtained and is not a “fiduciary” in compliance with respect all material approvals, permits, licenses, registrations and similar authorizations from all governmental authorities under all environmental laws required for the operations on the Property as currently conducted, and there are no pending or, to the provision knowledge of LKA, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations, and LKA does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations, provided that no representation is made by LKA in section 7.2(b) to (d) in respect of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, compliance by LKA with the standards established by the Mine Safety and Section 4975 Health Administration of the Internal Revenue Code U.S. Department of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the CodeLabor; (vie) That if LKA has divulged or made available to Richmont all relevant material information and data known by it plans concerning the Property and has not knowingly omitted to participate disclose any material information necessary to make the information provided by it to Richmont not misleading; in particular, but without limitation, the content of Schedule "A" is accurate and complete in all material respects. (f) A true, complete and accurate copy of the final Settlement Agreement entered into on August 24, 2007 between LKA and Au has been filed by LKA with the U.S. Securities and Exchange Commission on August 24, 2007 and is attached as Schedule "C". The Settlement Agreement has not been amended, supplemented or otherwise modified, and there are no other agreements, commitments or understandings between LKA and Au in respect thereof. LKA has complied with all of its obligations under the Settlement Agreement and has made all payments required to be made by it thereunder. (g) LKA has divulged or made available to Richmont all relevant material information and data known by it concerning the ongoing litigation between Au and Xxxxxxx Gold Corporation and has not knowingly omitted to disclose any material information concerning this litigation. (h) A true, complete and accurate copy of the final net smelter return royalty agreement (the " NSR Royalty Agreement ") entered into on August 24, 2007 between LKA and Au is attached as Schedule "D". The NSR Royalty Agreement has not been amended, supplemented or otherwise modified, and there are no other agreements, commitments or understandings between LKA and Au in respect thereof. LKA has complied with all of its obligations under the NSR Royalty Agreement and has made all payments required to be made by it thereunder on or before the date of this Letter Agreement. 7.3 Without limitation to LKA's liability for breach of any representation and warranty given by LKA, Richmont will represent and warrant in the DTCC’s Mutual Fund Settlement Entry OJV Agreement that it has satisfactorily completed its due diligence review of the Property and Registration Verification system is satisfied with the status of title and the condition of the Property. 7.4 A mine plan (“Fund/SERV”the " Mine Plan ") shall be prepared by Richmont in accordance with good mining practices and such plan shall, upon approval by the Committee in accordance with section 4.1( h ), and/or be attached to the OJV Agreement before operations are commenced on the Property. In the OJV Agreement, Richmont will covenant that it intends to carry out the Mine Plan and to use its best efforts to limit operating costs and other budgeted items to those projected in Networkingsuch plan. If Richmont subsequently determines that operating costs or other budgeted items contained in such plan will increase by more than 10%, Financial Intermediary is a member Richmont will promptly advise the Committee and provide full details regarding the cost increases and Xxxxxxxx's proposals for moderating, if possible, the effect of the DTCC increases. 7.5 LKA covenants and agrees not to amend, supplement, modify or otherwise has access to Fund/SERV waive any of the provisions of the Settlement Agreement or the NSR Royalty Agreement without Richmont's consent. 7.6 All of the representations and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services warranties set forth on Exhibit C hereof will in no event be primarily intended to result section 7.1 shall survive the execution of the OJV Agreement and shall remain true and correct throughout the term of the OJV Agreement. The representations and warranties set forth in section 7.2 shall survive the sale execution of Shares; and (viii) It will maintain comprehensive general liability coverage the OJV Agreement for a period of three years, other than the representation and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practiceswarranty set forth in section 7.2(a), each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestwhich shall survive indefinitely.

Representations, Warranties and Covenants. A. JPMDS CGMI represents and warrants that: : (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partand, when executed and this Agreement constitutes delivered, shall constitute the legal, valid and binding obligation of Financial Intermediary; CGMI, enforceable in accordance with its terms; (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any agreement or instrument by which CGMI is bound; (iii) It currently doesthere is not pending or, and willto the best knowledge of CGMI, conduct threated any action, suit, or proceeding before or by any court or other governmental or regulatory body to which CGMI is a party, or to which any of its activities hereunder in material conformity with all applicable federalassets is subject, state and industry laws or regulations and will disclose which might reasonably be expected to impede the ability of CGMI to perform its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; obligations contemplated herein; (iv) To the extent Shares activities of CGMI contemplated by this Agreement comply with all provisions of federal and state securities and other laws applicable to such activities; (v) CGMI has obtained and will maintain such registrations and qualifications as are purchased by Customers through a defined contribution plan subject necessary to Title I of the Employee Retirement Income Security Act of 1974, as amended permit it to perform its obligations hereunder; (“ERISA”vi) (a “Plan”), the arrangements provided for in this Agreement will be disclosed in writing to Clients prior to such time as a Client invests in the Plan(sFund; (vii) through their representatives; (v) Either (a) it CGMI is not duly registered as a “fiduciary” with respect to the provision broker-dealer under Section 15 of the services contemplated herein to any Plan(s) Securities Exchange Act of 1934, as such term is defined in Section 3(21) of ERISAamended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV Financial Industry Regulatory Authority (“FINRA”); and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It all Fund Shares are and will be owned beneficially by Clients and no Fund Shares are or will be owned beneficially by CGMI. B. Distributor represents that: (i) this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the legal, valid and binding obligation of Distributor, enforceable in accordance with its terms; (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any agreement or instrument by which Distributor is bound; (iii) there is not pending or, to the best knowledge of Distributor, threated any action, suit, or proceeding before or by any court or other governmental or regulatory body to which Distributor is a party, or to which any of its assets is subject, which might reasonably be expected to impede the ability of Distributor to perform its obligations contemplated herein; (iv) Shares of the Fund are registered and authorized for sale in accordance with any and all applicable federal and state securities laws; and (v) the Prospectus of the Fund complies in all material respects with any and all applicable federal and state securities laws. C. Distributor covenants and agrees that, for so long as this Agreement remains in effect, it shall use its best efforts to cause Shares of the Fund to continue to be registered and/or authorized for sale in accordance with all applicable federal and state securities laws and shall notify CGMI promptly in the event the Fund’s Shares cease to be so registered or authorized for sale. In the event that there is a sale of Fund Shares in a jurisdiction where the Fund Shares are not registered and/or authorized for sale, Distributor shall promptly alert CGMI Operations and request that the transaction be reversed. D. CGMI and Distributor each agree to maintain policies and procedures reasonably designed to monitor, defend, resolve and or respond (as appropriate) to (i) Client complaints, (ii) initiated or threatened litigation or (iii) communications by a regulatory authority, in each case, which relates to the Fund or to a transaction in Shares by Clients. E. CGMI and Distributor each agree to comply with all provisions of federal and state laws and the FINRA Rules applicable to its respective activities under this Agreement. F. CGMI and Distributor each agree to notify the other promptly in writing in the event that (i) any of the representations set forth in this Agreement at any time ceases to be true or (ii) it is, for any reason, unable to perform any of its obligations under this Agreement. G. Without limiting the generality of Paragraph 8, CGMI covenants and agrees that it will not make any representations about the Fund, the Distributor or BAAM except to the extent such representations (i) are contained in the Offering Materials; (ii) are consistent with information contained in such materials, or (iii) are otherwise authorized by or on behalf of the Fund including but not limited to any statements by senior officers, portfolio managers or sales representatives. H. CGMI understands that the Securities and Exchange Commission (the “SEC”) and certain U.S. states have adopted or may adopt political contribution limitations, including without limitation, Rule 206(4)-5 under the Investment Advisers Act of 1940 (together, all such laws, rules or regulations “Pay-to-Play Regulations”) relating to political contributions of employees who solicit U.S. governments or agencies, and CGMI represents and agrees that is has adopted and will maintain comprehensive general liability coverage during the term of the Agreement policies and procedures reasonably designed to comply in all material respects with any applicable Pay-to-Play Regulations. I. CGMI represents and agrees that it has policies and procedures in place reasonably designed to ensure that CGMI will carry not solicit as an investor any retirement, pension or similar plan or trust (collectively, a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued “Pension Plan”) which is established by a qualified insurance carrier state, or a municipality of such state, that prohibits the use of placement agents or finders in connection with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, investments by such state’s or municipality’s Pension Plans. J. CGMI agrees that it will furnish a certificate not make any conditional orders for the purchase or repurchase of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary Shares and acknowledges that Distributor will not accept conditional orders for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestShares.

Representations, Warranties and Covenants. A. JPMDS A CGM represents and warrants that: : (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partand, when executed and this Agreement constitutes delivered, shall constitute the legal, valid and binding obligation of Financial Intermediary; CGM, enforceable in accordance with its terms; (ii) the activities of CGM contemplated by this Agreement comply with all provisions of federal and state securities laws applicable to such activities; (iii) It currently does, CGM has obtained such registrations and will, conduct qualifications as are necessary to permit it to perform its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; obligations hereunder; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; Clients; (v) Either (a) it CGM is not duly registered as a “fiduciary” with respect to the provision broker-dealer under Section 15 of the services contemplated herein to any Plan(s) Securities Exchange Act of 1934, as such term is defined in Section 3(21) of ERISAamended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC Financial Industry Regulatory Authority (“FINRA”); (vi) all Fund shares are and will be owned beneficially by Clients and no Fund shares are or otherwise has access to Fund/SERV will be owned beneficially by CGM; and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing the general shareholder services and distribution services and sales support services fees paid to it pursuant to this Agreement are reasonable in relation to the services that it provides and reasonably similar to the fees it receives for equivalent services provided to other parties. B Company represents that: (i) this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the legal, valid and binding obligation of Company, enforceable in accordance with its services set forth on Exhibit C hereof will in no event be primarily intended to result in terms; (ii) shares of the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees Funds are registered and authorized agents for sale in accordance with limits any and all applicable federal and state securities laws; and (iii) the prospectus and statement of not less than those considered commercially reasonable additional information of each Fund comply in all material respects with any and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder all applicable federal and such other information or documentation as either party may reasonably requeststate securities laws.

Representations, Warranties and Covenants. A. JPMDS 4.1. Each party represents and warrants that: to the other that (i) It has it is a limited liability company or national banking association in good standing under the requisite authority laws of its jurisdiction of incorporation or formation and is duly qualified to enter into this Agreement and transact business in each jurisdiction in which the operation of its business or the ownership of its properties requires such qualification (except where the failure to make the payments contemplated hereinso qualify would not have a material adverse effect on its business); and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The its execution and delivery of this Agreement does not and will not violate its Certificate of Formation or charter or breach or constitute a default under any agreement or arrangement to which it is a party; (iii) it has the performance of the services contemplated herein have legal right to enter into and perform its obligations hereunder; (iv) its execution and delivery hereof has been duly authorized by all necessary corporate action on its part, part and this Agreement constitutes the valid its legal and binding obligation agreement, enforceable against it in accordance with its terms; and (v) its Marks (as defined in the Amended and Restated Program Agreement) do not infringe upon the intellectual property rights of any third party. 4.2. SBBT covenants to and agrees with JHTSL that it shall comply with all Applicable Laws, rules and regulations in connection with the offer and sale of Financial Intermediary; (iii) It currently doesProducts and the performance of its obligations under this Agreement. Without limiting the foregoing, SBBT covenants and willagrees that its evaluation and processing of Applications, conduct its provision and documentation of loans, the fees charged by it for such loans and its activities hereunder in material conformity involving the collection of outstanding RALs shall comply with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (andfederal laws, if required, will obtain their consent to such receipt) in accordance with applicable laws rules and regulations; , including, without limitation, the Truth-In-Lending Act (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”15 U.S.C. Sec 1601-1667), the arrangements provided for in this Agreement will be disclosed to Equal Credit Opportunity Act (15 U.S.C. Sec. 1691-1691f), the Plan(sElectronic Fund Transfer Act (15 U.S.C. 1693, et seq.) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision and other applicable provisions of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended Consumer Credit Protection Act (the “Code”15 U.S.C Sec. 1601); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code;. (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage4.3. Each party hereto further covenants to and agrees to provide to with the other such information or documentation necessary for such party to that it shall fulfill its obligations hereunder in a diligent and timely fashion, consistent with the best practices in the industry; that all hardware, software, processes and procedures each party uses in providing the services hereunder are owned or properly licensed to such party and will not violate the trademark or copyright rights, right of publicity or privacy of, or constitute libel or slander against, or involve plagiarism or violate any other information rights of, any person or documentation entity and that such party’s use of them will comply with all Applicable Laws; that all processing systems, software and hardware, and policies or procedures used by each party and all rules and protocols covering such party’s employees, agents and independent contractors providing services hereunder, contain protections and security enhancements, consistent with industry standards, and provide safeguards and system protections, consistent with industry standards, to prevent hacking, viruses, security breaches, loss of data, any breach of the Xxxxx-Xxxxx-Xxxxxx Act and applicable regulations promulgated thereunder, any breach of the confidentiality provisions hereof, identity theft and fraud against JHTSL and Customers effecting transactions contemplated by this Agreement. 4.4. JHTSL covenants to and agrees with SBBT that it shall comply with all applicable Program Protocols (as either party may reasonably requestdefined in the Amended and Restated Program Agreement) and Applicable Law in connection with the performance by it of its obligations under this Agreement.

Representations, Warranties and Covenants. A. JPMDS 10.1 Grower represents and warrants to DRWC as of the Effective Date that: (ia) It has the requisite authority to enter into this Agreement Grower is a legal entity, duly organized, existing and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized in good standing under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated hereinlaws of its state of organization; (iib) The the execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and required company actions; (c) this Agreement constitutes the a valid and binding obligation agreement of Financial IntermediaryGrower, enforceable in accordance with its terms; (d) Grower possesses experience and knowledge in projects of the type, nature, and scope sufficient to perform Grower’s obligations under this Agreement, including, but not limited to, the following: (i) ten (10) years of commercial experience in contract growing of trees in boxes, containers, and ball & burlap growing systems; (ii) five (5) years of commercial experience in contract growing of trees in air-pot growing systems; and (iii) successful completion of individual growing contracts exceeding two hundred fifty thousand dollars ($250,000.00). (e) Grower is currently solvent, paying all of its debts as they become due, and has the financial resources and capabilities to perform all obligations, duties and responsibilities pursuant to, and in accordance with, this Agreement, with annual revenue exceeding two million dollars ($2,000,000.00); (f) Grower is in compliance with all applicable laws, regulations, and ordinances; (g) Grower has secured all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement; (h) Grower shall provide to DRWC written proof (which proof is reasonably acceptable to DRWC) that, throughout the term of the Agreement, Grower holds legal title to the Growing Location or sufficient rights of access to, possession of, and control of the Growing Location to perform Grower’s obligations under this Agreement. (i) Grower covenants to DRWC that all Specimen Trees shall: (i) be free from any defects; (ii) conform to applicable specifications set forth in Exhibit A and other requirements specified by DRWC; (iii) It currently does, be fit for their intended purpose and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (plant on the Project Site as intended; and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To be free and clear of all liens, security interests, or other encumbrances. The above representations and warranties shall be deemed to be remade throughout and continually true during the extent Shares term of this Agreement, and shall survive any delivery, inspection, acceptance, or payment of or for the Specimen Trees by DRWC. These representations and warranties are purchased cumulative and in addition to any other warranty provided by Customers through a defined contribution plan subject to Title I law or equity. Any applicable statute of limitations shall run from the date of DRWC’s discovery of the Employee Retirement Income Security Act noncompliance of 1974Grower or the Specimen Trees with the foregoing representations and warranties. If DRWC gives Grower notice of noncompliance in accordance with this Section, as amended (“ERISA”) (a “Plan”)Grower shall, at its own cost and expense, promptly replace or repair the arrangements provided defective or nonconforming Specimen Trees and pay for in this Agreement will be disclosed to all related expenses, including, but not limited to, transportation charges for the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision return of the services contemplated herein defective or nonconforming Specimen Trees to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement Grower and the provision delivery of the services contemplated herein repaired or replacement Specimen Trees to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestDRWC.

Representations, Warranties and Covenants. A. JPMDS a. Fund Party represents and warrants that: (i) It has to Xxxx Xxxxxx that Fund Party and the requisite authority to enter into persons executing this Agreement on its behalf, are duly authorized and empowered to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants execute and agrees that: (i) It has the requisite authority to enter into deliver this Agreement on behalf of Fund Party and, when executed and to perform delivered, shall constitute the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partlegal, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; Fund Party, enforceable in accordance with its terms. Fund Party further represents and warrants to Xxxx Xxxxxx that the Board of Directors/Trustees of the Fund(s) have approved this Agreement as a "related agreement" of the Fund(s) as such term is defined in Rule 12b-1, and that the payment to Xxxx Xxxxxx of any Fees pursuant hereto (i) has been duly authorized by any other person to the extent such authorization is required to make such payment; (ii) is properly disclosed in the relevant Fund prospectus to the extent such disclosure may be required; and (iii) It currently does, and will, conduct its activities hereunder is in material conformity with all applicable federal, federal and state and industry securities laws or regulations to which the Fund(s) or its agents are subject. b. Xxxx Xxxxxx represents and will disclose warrants that: (i) it and the persons executing this Agreement on its receipt of fees hereunder behalf are duly authorized and empowered to Customers (enter into this agreement and, if requiredwhen executed and delivered, will obtain their consent to such receipt) shall constitute the legal, valid and binding obligation of Xxxx Xxxxxx, enforceable in accordance with its terms; (ii) the activities of Xxxx Xxxxxx contemplated by this Agreement comply with all provisions of federal and state securities laws applicable laws to such activities; (iii) Xxxx Xxxxxx has obtained and regulations; shall maintain such registrations and qualifications as are necessary to permit it to perform its obligations hereunder; and (iv) To the arrangements provided for in this Agreement will be disclosed to Xxxx Xxxxxx'x Clients, to the extent Shares are purchased required by Customers through a defined contribution plan subject law. c. Xxxx Xxxxxx agrees to Title I comply with all provisions of federal and state laws, rules and regulations, including the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) (a “Plan”"), the arrangements provided for in applicable to its respective activities under this Agreement. The receipt of compensation under this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) by Xxxx Xxxxxx will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)violate any federal or state laws, and/or in Networkingrules or regulations, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestincluding ERISA.

Representations, Warranties and Covenants. A. JPMDS represents of the Servicer, the Originator and the Master Servicer. (a) The Servicer hereby represents, warrants thatand covenants to the Trustee, the Trust Administrator, the Master Servicer, the Originator and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) It has The Servicer is a state chartered industrial bank duly organized, validly existing and in good standing under the requisite authority laws of the State of California and is duly authorized and qualified to enter into transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property related to a Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan serviced and to make service the payments contemplated herein; andMortgage Loans in accordance with the terms of this Agreement; (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It The Servicer has the requisite full power and authority to service each Mortgage Loan which the Servicer is required to service hereunder, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Depositor, the Originator, the Master Servicer, the Trust Administrator and the Trustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except to perform the services contemplated hereinextent that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iiiii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplated, and the performance fulfillment of or compliance with the terms hereof are in the ordinary course of business of the services Servicer and will not (A) result in a breach of any term or provision of the organizational documents of the Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole; (iv) The Servicer is a HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing Act, and no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or which would require notification to HUD; (v) No litigation is pending or, to the best knowledge of the Servicer, threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation by the Servicer of the transactions contemplated herein by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; (vii) The Servicer will not waive any Prepayment Premium or part of a Prepayment Premium unless such waiver would, in the reasonable opinion of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Premium and related Mortgage Loan and doing so is standard and customary in servicing mortgage loans similar to the Mortgage Loans (including any waiver of a Prepayment Premium in connection with a refinancing of a Mortgage Loan that is related to a default or an imminent default), and in no event will it waive a Prepayment Premium in connection with a refinancing of a Mortgage Loan that is not related to a default or an imminent default. Notwithstanding the previous sentence, if the Servicer has not received any document or information necessary for the Servicer to verify the existence or amount of the related Prepayment Premium or if the Servicer determines that any Prepayment Premium is not legally enforceable under the circumstances in which the related Principal Prepayment occurs, then the Servicer shall not be required to attempt to collect the applicable Prepayment Premium, and shall have no liability or obligation with respect to such Prepayment Premium pursuant to Section 2.03(b)(ii) hereof; (viii) For each Mortgage Loan, the Servicer will accurately, fully and in a timely manner report its borrower credit files to each of the Credit Repositories; and (ix) the Servicer is a member of MERS in good standing and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (b) The Originator hereby represents, warrants and covenants to the Trustee, the Trust Administrator, the Master Servicer, the Servicer and the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Originator is a state chartered industrial bank duly organized, validly existing and in good standing under the laws of the state of California; (ii) The Originator has full power and authority to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) The execution and delivery by the Originator of this Agreement have been duly authorized by all necessary corporate action on the part of the Originator; and neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Originator or its partproperties or the certificate of incorporation or by-laws of the Originator, and except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Originator’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) The execution, delivery and performance by the Originator of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (v) This Agreement has been duly executed and delivered by the Originator and, assuming due authorization, execution and delivery by the Trustee, the Servicer, the Master Servicer, the Trust Administrator and the Depositor, constitutes the a valid and binding obligation of Financial Intermediary; (iii) It currently doesthe Originator, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and regulations; (iv) To other similar laws affecting the extent Shares are purchased by Customers through a defined contribution plan subject to Title I enforcement of the Employee Retirement Income Security Act rights of 1974, as amended (“ERISA”) (a “Plan”creditors generally), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans There are no actions, litigation, suits or proceedings pending or, to participate the knowledge of the Originator, threatened against the Originator before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member judgment of the DTCC Originator if determined adversely to the Originator would reasonably be expected to materially and adversely affect the Originator’s ability to perform its obligations under this Agreement; and the Originator is not in default with respect to any order of any court, administrative agency, arbitrator or otherwise has access governmental body so as to Fund/SERV materially and it has executed and filed with adversely affect the DTCC the standard Networking agreementtransactions contemplated by this Agreement; (vii) The providing of its services Originator hereby makes the representations and warranties set forth in Exhibit A to the Mortgage Loan Purchase Agreement, as of the Closing Date, or the date specified therein, with respect to the Mortgage Loans identified on Exhibit C hereof will in no event be primarily intended to result in the sale of SharesSchedule I hereto; and (viii) It will maintain comprehensive general liability coverage The Originator is a member of MERS in good standing and will carry comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (c) The Master Servicer hereby represents, warrants and covenants to the Servicer, the Originator, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein: (i) The Master Servicer is a fidelity bond covering national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer; (ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor, the Originator, the Servicer and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, the ability of the Master Servicer to perform its obligations under this Agreement; (iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (v) No litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its employees other obligations hereunder in accordance with the terms hereof; (vi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and authorized agents adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee, and shall inure to the benefit of the Originator and Master Servicer (with limits respect to Section 2.05(a)), the Servicer and the Master Servicer (with respect to Section 2.05(b)), the Originator and the Servicer (with respect to Section 2.05(c)), the Trustee, the Trust Administrator and the Depositor. Upon discovery by any of not less the Depositor, the Originator, the Master Servicer, the Trust Administrator, the Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Premium or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing two Business Days following such coverage. Each party hereto agrees to provide discovery) to the other such information parties. The obligation of the Servicer set forth in Section 2.03(b) to cure breaches (or, in the case of Section 2.05(a)(vii), to pay the amount of the waived Prepayment Premium) shall constitute the sole remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or documentation necessary for such party to fulfill its obligations hereunder the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and such other information or documentation as either party may reasonably requestcovenants contained in this Section 2.05.

Representations, Warranties and Covenants. A. JPMDS 6.1 As of the date of this Agreement, each Party represents and warrants that:to the other Party that (which representations shall continue to be true and correct on each day during the currency of this Agreement): (i) It has 6.1.1 This Agreement constitutes a valid, legal and binding obligations on such Party and is enforceable against it in accordance with the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated hereinterms hereof; (ii) 6.1.2 The execution execution, delivery and delivery performance of this Agreement and the performance of the services contemplated herein have any other document related hereto by it has been duly authorized by all necessary corporate action on its part, authorised and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations do not and will disclose its receipt of fees hereunder to Customers (andnot contravene any provisions of, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through or constitute a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either default under (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or Applicable Laws (b) its receipt of fees pursuant organizational documents, or (c) any other agreement or instrument or undertaking to this Agreement which it is a party or which is binding on it 6.2 The Company further represents and warrants to the Monitoring Agency that it has the requisite power to open and maintain the Issue Monitoring Account and has taken all necessary corporate and other actions required to authorize the opening and maintenance thereof upon the terms referred to herein and the provision execution of all such documents as are necessary for the purpose thereof; 6.3 The Company shall at any time and from time to time upon the reasonable written request of the services contemplated herein Monitoring Agency promptly and duly deliver or permit the delivery of any and all such further details, information, instruments and documents as the Monitoring Agency may consider necessary for the purpose of monitoring the Issue Proceeds of the Issue. 6.4 As of the date of this Agreement, the Monitoring Agency further represents and warrants to any Plan(s) the Company that (which representations shall continue to be true and correct on each day during the currency of this Agreement): 6.4.1 It shall perform its duties with the highest standards of integrity and fairness and shall act in an ethical manner in all its dealings with the Company; 6.4.2 It shall act with due diligence, care and skill while discharging the work assigned to it in relation to the Issue Proceeds; 6.4.3 It will not constitute a non-exempt “prohibited transaction” as such term is defined take up any activities which are likely to be in Section 406 of ERISA and Section 4975 conflict with its own interests, interests of the CodeCompany, the Issue, its activities as the Monitoring Agency or contrary to the directions issued by SEBI or under any other Applicable Laws; (vi) That if it plans 6.4.4 It shall carry out its duties/responsibilities and complete all the formalities including corporate action within the specified time limits as required under law, including with respect to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)relevant statutes, and/or in Networkingguidelines issued by SEBI, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesstock exchange regulations, etc.; and (viii) 6.4.5 It will maintain comprehensive general liability coverage has authority and will carry valid registration as required under Applicable Laws to act as the monitoring agency for the Issue and it is not prohibited from acting as a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practicesmonitoring agency by any judicial, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information regulatory or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestadministrative body.

Representations, Warranties and Covenants. A. JPMDS represents (a) In connection with this transaction, the Holder hereby represents, warrants, acknowledges and warrants thatagrees as follows: (1) The Holder (i) It has is the requisite authority to enter into this Agreement sole legal and to make beneficial owner of the payments contemplated herein; and Preferred Shares and (ii) That owned the payment Preferred Shares prior to Financial Intermediary the commencement of any fees pursuant hereto is authorized under discussions with the Shareholder Servicing AgreementCompany or any of its advisors or agents regarding the Exchange. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii2) The execution Preferred Shares being transferred hereunder are free and delivery clear of this Agreement any liens, charges or encumbrances and the performance upon completion of the services contemplated herein have been duly authorized by all necessary corporate action on its partExchange, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and Holder will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed convey to the Plan(s) through their representatives; (v) Either (a) it Company good title to the Preferred Shares free and clear of all liens, charges and encumbrances. The Preferred Shares being transferred hereunder represent all shares of Series G Preferred Stock and Series H Preferred Stock owned, beneficially or of record, by the Holder, other than a pay-in-kind dividend payable on September 30, 2013 which is not a being satisfied hereby. Xxxxxx’s “fiduciaryholding period” with respect to the provision Preferred Shares, as determined in accordance with Rule 144(d), has commenced on a date that is six (6) months or more preceding the date hereof. (3) Neither the Holder, nor anyone acting on Xxxxxx’s behalf, has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. (4) The Holder acknowledges that the transactions contemplated hereby are intended to be exempt from registration by virtue of Section 3(a)(9) of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) Securities Act of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “CodeSecurities Act”); . The Holder knows of no reason why such exemption is not available. (5) The Holder has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in, and to make an informed investment decision with respect to, the Exchange and receipt of the Exchange Shares and the Holder acknowledges that (i) the Company makes no representation regarding the value of the Preferred Shares or the Exchange Shares and (ii) the Holder has independently and without reliance upon the Company made its own analysis and decision to enter into the Exchange and exchange Preferred Shares for the Exchange Shares. (6) The Holder has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the transactions contemplated hereby. (7) The Holder represents that (i) it has all of the power and authority necessary to enter into this transaction and to consummate the transactions contemplated hereunder, (ii) it has taken all action as may be necessary for it to authorize the execution and delivery of this agreement and the consummation of the transactions contemplated by this agreement and the performance of its obligations hereunder, (iii) this agreement is an obligation enforceable against Holder in accordance with its terms, except as may be limited by bankruptcy, insolvency, or other equitable remedies, and (iv) neither the execution and delivery hereof by Xxxxxx or its performance of its obligations hereunder will violate or contravene any applicable requirements of law or any of its governing documents or material agreements. (8) No material consent, approval, authorization or order of, or registration, qualification or filing with any court, regulatory authority, governmental body or any other third party is required to be made by Holder for the execution, delivery or performance by Xxxxxx of this agreement or the consummation by Xxxxxx of the transactions contemplated hereby. (b) its receipt In connection with this transaction, the Company hereby represents, warrants, acknowledges and agrees as follows: (1) Assuming the accuracy of fees pursuant the Holder’s representations herein, the Exchange Shares will be “freely transferable” by the Holder, subject to the volume and other requirements under Rule 144 under the Securities Act. (2) The Company acknowledges that the transactions contemplated hereby are intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Company knows of no reason why such exemption is not available. (3) The Company represents that (i) it is a corporation duly organized and validly existing under the laws of the State of Delaware, (ii) it has all of the corporate power and authority necessary to enter into this Agreement transaction and to consummate the transactions contemplated hereunder, (iii) it has taken all corporate and stockholder action as may be necessary to authorize the execution and delivery of this agreement and the provision consummation of the services transactions contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA by this agreement and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing performance of its services set forth on Exhibit C obligations hereunder, (iv) this agreement is an obligation enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies, and (v) neither the execution and delivery hereof will in no event be primarily intended to result in or the sale performance of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder will violate or contravene any applicable requirements of law or any of its charter, by-laws or material agreements. (4) No material consent, approval, authorization or order of, or registration, qualification or filing with any court, regulatory authority, governmental body or any other third party is required to be made by the Company for the execution, delivery or performance by the Company of this agreement or the consummation by the Company of the transactions contemplated hereby, except as may be required by the rules of New York Stock Exchange. (5) The Exchange Shares have been duly authorized for issuance by all necessary corporate action and, when issued in accordance with the terms hereof, the Exchange Shares will be validly issued, fully paid and such other information or documentation as either party may reasonably requestnonassessable; and the Exchange Shares are not being issued in violation of any preemptive rights.

Representations, Warranties and Covenants. A. JPMDS represents Participant represents, warrants, and warrants covenants that: (i1) It Participant is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized, and is authorized to do business in Texas; (2) Participant has the requisite full power and authority to enter into this Agreement and perform all of Participant’s obligations, representations, warranties, and covenants under this Agreement; (3) Participant’s past, present and future agreements or Participant’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to make which Participant is a party or by which its assets or properties are bound do not materially affect performance of Participant’s obligations under this Agreement; (4) The execution, delivery and performance of this Agreement by Participant have been duly authorized by all requisite action of its governing body; (5) Except as set out in an exhibit (if any) to this Agreement, ERCOT has not, within the payments contemplated herein24 months preceding the Effective Date, terminated for Default any Prior Agreement with Participant, any company of which Participant is a successor in interest, or any Affiliate of Participant; (6) If any Defaults are disclosed on any such exhibit mentioned in subsection 4.A(5), either (a) ERCOT has been paid, before execution of this Agreement, all sums due to it in relation to such Prior Agreement, or (b) ERCOT, in its reasonable judgment, has determined that this Agreement is necessary for system reliability, and Participant has made alternate arrangements satisfactory to ERCOT for the resolution of the Default under the Prior Agreement; Participant is a successor in interest or any Affiliates of Participant; (7) Participant has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and other authorizations and has taken, or will take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations except licenses, registrations, certifications, permits or other authorizations that do not materially affect performance under this Agreement; (8) Participant is not in violation of any laws, ordinances, or governmental rules, regulations or order of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (9) Participant is not Bankrupt, does not contemplate becoming Bankrupt nor, to its knowledge, will become Bankrupt; (10) Participant acknowledges that it has received and is familiar with the ERCOT Protocols; and (ii11) That Participant acknowledges and affirms that the payment to Financial Intermediary foregoing representations, warranties, and covenants are continuing in nature throughout the term of any fees pursuant hereto is authorized this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Participant’s performance of its obligations under the Shareholder Servicing this Agreement. B. Financial Intermediary represents, warrants and agrees that:(1) ERCOT is the Independent Organization certified under PURA §39.151 for the ERCOT Region; (i2) It ERCOT is duly organized, validly existing and in good standing under the laws of Texas, and is authorized to do business in Texas; (3) ERCOT has the requisite full power and authority to enter into this Agreement and to perform the services contemplated hereinall of ERCOT’s obligations, representations, warranties, and covenants under this Agreement; (ii4) ERCOT’s past, present and future agreements or ERCOT’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to which ERCOT is a party or by which its assets or properties are bound do not materially affect performance of ERCOT’s obligations under this Agreement; (5) The execution execution, delivery and delivery performance of this Agreement and the performance of the services contemplated herein by ERCOT have been duly authorized by all necessary corporate requisite action on of its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediarygoverning body; (iii6) It currently doesERCOT has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and willother authorizations and has taken, conduct its activities hereunder in material conformity with or will take prior to beginning performance under this Agreement, all actions required by applicable federal, state and industry laws or governmental regulations and will disclose its receipt of fees hereunder to Customers (andexcept licenses, if requiredregistrations, will obtain their consent to such receipt) in accordance with applicable laws and regulationscertifications, permits or other authorizations that do not materially affect performance under this Agreement; (iv7) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I ERCOT is not in violation of the Employee Retirement Income Security Act any laws, ordinances, or governmental rules, regulations or order of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in any Governmental Authority or arbitration board materially affecting performance of this Agreement will be disclosed and to the Plan(s) through their representativeswhich it is subject; (v) Either (a) it 8) ERCOT is not a “fiduciary” with respect Bankrupt, does not contemplate becoming Bankrupt nor, to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAits knowledge, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesbecome Bankrupt; and (viii9) It will maintain comprehensive general liability coverage ERCOT acknowledges and will carry affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the term of this Agreement. For purposes of this Section, “materially affecting performance,” means resulting in a fidelity bond covering it and each materially adverse effect on ERCOT’s performance of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate obligations under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis Agreement.

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it will comply with all laws and rules and regulations of governmental authorities and regulatory agencies applicable to it by virtue of entering into and performing this Agreement; (ii) its execution, performance and delivery of this Agreement will not violate any of its contractual obligations or any applicable laws and rules and regulations of governmental authorities and regulatory agencies; (iii) it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make execute and deliver this Agreement; and, assuming due and valid execution and delivery by the payments contemplated hereinother party or parties, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of the Agreement; and (iiiv) That the payment to Financial Intermediary no consent or authorization of, filing with, or other act by or in respect of any fees pursuant hereto governmental authority is authorized under required in connection with the Shareholder Servicing execution, delivery, performance, validity or enforceability of this Agreement. B. Financial Intermediary (b) Contract Distributor hereby represents, warrants and covenants to, and agrees with, Lazard and XXX that: (i) It has the requisite authority Contract Distributor will ensure that all fees and compensation received pursuant to enter into this Agreement and Agreement, including compensation referred to perform the services contemplated herein, are disclosed to Contractholders as required by law; (ii) The execution and delivery Contract Distributor will not be a “fiduciary” (within the meaning of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iiiSection 3(21) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), as it may be amended from time to time, in connection with the arrangements provided for in performance of this Agreement will be disclosed to and the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” Participation Agreement and any transactions contemplated hereby or thereby with respect to the provision of the services contemplated herein any person or entity subject to any Plan(s) as such term is defined in Section 3(21) Title I of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or any governmental plan (within the meaning of Section 3(32) of ERISA); or ; (biii) its Contract Distributor’s receipt of fees pursuant to and other compensation, direct and indirect under and the performance of the services specified in this Agreement and the provision of Participation Agreement and the services contemplated herein to any Plan(s) transactions related thereto will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans , or with respect to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)any governmental plan, and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesany similar prohibition under applicable law; and (viiiiii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto the services which Contract Distributor agrees to provide render under this Agreement are not services for which Contract Distributor or Insurance Company deduct fees and charges under the Contracts or for which it is paid compensation pursuant to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestanother arrangement.

Representations, Warranties and Covenants. A. JPMDS X. Xxxxxxx Xxxxx Xxxxxx represents and warrants that: : (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partand, when executed and this Agreement constitutes delivered, shall constitute the legal, valid and binding obligation of Financial Intermediary; Xxxxxxx Xxxxx Barney, enforceable in accordance with its terms; (ii) the activities of Xxxxxxx Xxxxx Xxxxxx contemplated by this Agreement comply with all provisions of federal and state securities laws applicable to such activities; (iii) It currently does, Xxxxxxx Xxxxx Barney has obtained such registrations and will, conduct qualifications as are necessary to permit it to perform its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; obligations hereunder; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; Clients; (v) Either (a) it Xxxxxxx Xxxxx Xxxxxx is not duly registered as a “fiduciary” with respect to the provision broker-dealer under Section 15 of the services contemplated herein to any Plan(s) Securities Exchange Act of 1934, as such term is defined in Section 3(21) of ERISAamended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC National Association of Securities Dealers Inc.; and (vi) all Fund shares in any Program are and will be owned beneficially by Clients and no Fund shares in any Program are or otherwise will be owned beneficially by Xxxxxxx Xxxxx Barney. B. Company represents that: (i) this Agreement has access to Fund/SERV and it has been duly authorized by all necessary corporate action and, when executed and filed delivered, shall constitute the legal, valid and binding obligation of Company, enforceable in accordance with its terms; (ii) shares of the DTCC Funds are registered and authorized for sale in accordance with any and all applicable federal and state securities laws; (iii) the standard Networking agreement;prospectus and statement of additional information of each Fund comply in all material respects with any and all applicable federal and state securities laws and (iv) the prospectus for each Fund that is available for purchase through Xxxxxxx Xxxxx Xxxxxx'x AssetOne ProgramSM or any other securities trading Program that may be offered by Xxxxxxx Xxxxx Barney ("SB Securities Trading Programs") currently discloses that a transaction charge may be imposed by broker-dealers who make Fund shares available and that there will be no charge if the Fund shares are purchased directly from the Fund. C. Company covenants and agrees that, for so long as this Agreement remains in effect, it shall use its best efforts to cause shares of the Funds to continue to be registered and authorized for sale in accordance with all applicable federal and state securities laws and shall notify Xxxxxxx Xxxxx Xxxxxx promptly in the event any Fund's shares cease to be so registered or authorized for sale and (viiii) The providing the prospectus for each Fund that is available for purchase through a SB Securities Trading Program to continue to contain the disclosure described in Section 7B(iv) above and shall notify Xxxxxxx Xxxxx Barney promptly in the event a prospectus ceases to contain such disclosure. X. Xxxxxxx Xxxxx Xxxxxx and Company each agree to comply with all provisions of federal and state laws and the Conduct Rules of the NASD applicable to its respective activities under this Agreement. X. Xxxxxxx Xxxxx Xxxxxx and Company each agree to notify the other promptly in the event that it is, for any reason, unable to perform any of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; andobligations under this Agreement. (viii) It will maintain comprehensive general liability coverage X. Xxxxxxx Xxxxx Xxxxxx covenants and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, agrees that it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide not make any representations about the Funds except to the other extent such representations (i) are contained in a Fund's current prospectus, statement of additional information, as amended or supplemented from time to time, or sales literature; (ii) are consistent with information contained in such materials, or documentation necessary for such party to fulfill its obligations hereunder and such other information (iii) are otherwise authorized by or documentation as either party may reasonably requeston behalf of the Funds.

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it will comply with all laws, rules and regulations of governmental authorities and regulatory agencies applicable to it by virtue of entering into and performing this Agreement; (ii) the execution, performance and delivery of this Agreement by it will not violate any of its contractual obligations or any applicable laws, rules and regulations of governmental authorities and regulatory agencies; (iii) it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make the payments contemplated hereinexecute and deliver this Agreement; and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iiiv) That the payment to Financial Intermediary no consent or authorization of, filing with, or other act by or in respect of any fees pursuant hereto governmental authority is authorized under required in connection with the Shareholder Servicing execution, delivery, performance, validity or enforceability of this Agreement. B. Financial Intermediary represents(b) We hereby represent, warrants warrant and agrees covenant to you and XXX that: (i) It has we will not be a “fiduciary” with respect to the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partfor any Plan, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iiias such term is defined in Section 3(21) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or ; (bii) its our receipt of fees pursuant to this Agreement under and the provision performance of the services contemplated herein to any Plan(s) specified in this Agreement will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viiiiii) It will maintain comprehensive general liability coverage the services which we agree to render under this Agreement are not services for which we or Insurance Company deduct fees and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate charges under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees the Contracts or for which we are paid compensation pursuant to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestanother arrangement.

Representations, Warranties and Covenants. A. JPMDS represents (a) In connection with this transaction, the Holder hereby represents, warrants, acknowledges and warrants thatagrees as follows: (1) The Holder (i) It has is the requisite authority to enter into this Agreement sole legal and to make beneficial owner of the payments contemplated herein; and Preferred Shares and (ii) That owned the payment Preferred Shares prior to Financial Intermediary the commencement of any fees pursuant hereto is authorized under discussions with the Shareholder Servicing AgreementCompany or any of its advisors or agents regarding the Exchange. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii2) The execution Preferred Shares being transferred hereunder are free and delivery clear of this Agreement any liens, charges or encumbrances and the performance upon completion of the services contemplated herein have been duly authorized by all necessary corporate action on its partExchange, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and Holder will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed convey to the Plan(s) through their representatives; (v) Either (a) it Company good title to the Preferred Shares free and clear of all liens, charges and encumbrances. The Preferred Shares being transferred hereunder represent all shares of Series G Preferred Stock and Series H Preferred Stock owned, beneficially or of record, by the Holder, other than a pay-in-kind dividend payable on September 30, 2013 which is not a being satisfied hereby. Xxxxxx’s “fiduciaryholding period” with respect to the provision Preferred Shares, as determined in accordance with Rule 144(d), has commenced on a date that is six (6) months or more preceding the date hereof. (3) Neither the Holder, nor anyone acting on Xxxxxx’s behalf, has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. (4) The Holder acknowledges that the transactions contemplated hereby are intended to be exempt from registration by virtue of Section 3(a)(9) of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) Securities Act of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “CodeSecurities Act”); . The Holder knows of no reason why such exemption is not available. (5) The Holder has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in, and to make an informed investment decision with respect to, the Exchange and receipt of the Exchange Shares and the Holder acknowledges that (i) the Company makes no representation regarding the value of the Preferred Shares or the Exchange Shares and (ii) the Holder has independently and without reliance upon the Company made its own analysis and decision to enter into the Exchange and exchange Preferred Shares for the Exchange Shares. (6) The Holder has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the transactions contemplated hereby. (7) The Holder represents that (i) it has all of the power and authority necessary to enter into this transaction and to consummate the transactions contemplated hereunder, (ii) it has taken all action as may be necessary for it to authorize the execution and delivery of this agreement and the consummation of the transactions contemplated by this agreement and the performance of its obligations hereunder, (iii) this agreement is an obligation enforceable against Holder in accordance with its terms, except as may be limited by bankruptcy, insolvency, or other equitable remedies, and (iv) neither the execution and delivery hereof by Xxxxxx or its performance of its obligations hereunder will violate or contravene any applicable requirements of law or any of its governing documents or material agreements. (8) No material consent, approval, authorization or order of, or registration, qualification or filing with any court, regulatory authority, governmental body or any other third party is required to be made by Holder for the execution, delivery or performance by Holder of this agreement or the consummation by Holder of the transactions contemplated hereby. (b) its receipt In connection with this transaction, the Company hereby represents, warrants, acknowledges and agrees as follows: (1) Assuming the accuracy of fees pursuant the Holder’s representations herein, the Exchange Shares will be “freely transferable” by the Holder, subject to the volume and other requirements under Rule 144 under the Securities Act. (2) The Company acknowledges that the transactions contemplated hereby are intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Company knows of no reason why such exemption is not available. (3) The Company represents that (i) it is a corporation duly organized and validly existing under the laws of the State of Delaware, (ii) it has all of the corporate power and authority necessary to enter into this Agreement transaction and to consummate the transactions contemplated hereunder, (iii) it has taken all corporate and stockholder action as may be necessary to authorize the execution and delivery of this agreement and the provision consummation of the services transactions contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA by this agreement and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing performance of its services set forth on Exhibit C obligations hereunder, (iv) this agreement is an obligation enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies, and (v) neither the execution and delivery hereof will in no event be primarily intended to result in or the sale performance of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder will violate or contravene any applicable requirements of law or any of its charter, by-laws or material agreements. (4) No material consent, approval, authorization or order of, or registration, qualification or filing with any court, regulatory authority, governmental body or any other third party is required to be made by the Company for the execution, delivery or performance by the Company of this agreement or the consummation by the Company of the transactions contemplated hereby, except as may be required by the rules of New York Stock Exchange. (5) The Exchange Shares have been duly authorized for issuance by all necessary corporate action and, when issued in accordance with the terms hereof, the Exchange Shares will be validly issued, fully paid and such other information or documentation as either party may reasonably requestnonassessable; and the Exchange Shares are not being issued in violation of any preemptive rights.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (a) SNAP represents: (i) It that it has the requisite all corporate power and authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That that to SNAP’s knowledge, this Agreement does not infringe on the payment to Financial Intermediary intellectual property rights of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary representsthird party. In addition, warrants and agrees that: SNAP covenants: (i) It has that it will not collect any personally identifiable information from Zoosk or its users after such persons leave SNAP’s website and will not use any such information, directly or indirectly, for the requisite authority to enter into this Agreement and to perform the services contemplated herein; purpose of personally identifying any Zoosk user; (ii) The execution as between SNAP and delivery of Zoosk, all right, title and interest to all information collected from people that register for Zoosk under this Agreement and the performance of the services contemplated herein have been duly authorized shall be solely owned by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; Zoosk; (iii) It currently doesthat SNAP’s performance of its obligations under this Agreement, including *****, will not violate any applicable local, state, national or foreign laws, treaties, rules or regulations related to advertising, privacy and will, conduct its activities hereunder data security; (iv) SNAP will provide the services under this Agreement in material conformity compliance with all applicable federallaws, state rules and industry laws or regulations related to privacy and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws data security and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) SNAP will not constitute a non-exempt ***** on behalf of Zoosk. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “prohibited transaction” as such term is defined in Section COMMISSION”) PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “Fund/SERV*****”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (ia) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary The Parent represents, warrants and agrees that: covenants that (i) It has it is duly incorporated, validly existing and in good standing under the requisite authority to enter into this Agreement and to perform the services contemplated herein; laws of its jurisdiction of incorporation, (ii) The execution the making and delivery consummation of this the Merger Agreement and the execution, delivery and performance of the services all transactions contemplated herein thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action on its partand will not result in a breach of or constitute a default under the certificate of incorporation or bylaws of the Parent or any indenture, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; agreement or instrument to which it is a party or is bound, (iii) It currently doesthis Agreement has been duly executed and delivered by the Parent and constitutes a legal, valid, binding and willenforceable obligation of it, conduct its activities hereunder (iv) the Merger will comply in all material conformity respects with all applicable federalrequirements of law and (v) to the best of its knowledge, state there is no litigation pending or threatened as of the date hereof in connection with the Merger. (b) Each Seller Representative severally represents, warrants and industry laws or regulations covenants that (i) he has full legal right, power and capacity to enter into and perform his obligations as Seller Representative under this Agreement and each of the other documents and instruments to be executed and delivered by him hereunder and thereunder, (ii) this Agreement has been duly executed and delivered by the Seller Representative and constitutes a legal, valid, binding and enforceable obligation of the Seller Representative, (iii) the Merger will disclose its receipt comply in all material respects with all applicable requirements of fees hereunder to Customers (andlaw, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To to the extent Shares are purchased by Customers through a defined contribution plan subject to Title I best of his knowledge, there is no litigation pending or threatened as of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), date hereof in connection with the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; Merger and (v) Either (a) it is not a “fiduciary” the Disbursement Instructions will have been duly authorized in writing by all of the Sellers that have been adversely affected thereby with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or payment that they would be otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestentitled to.

Representations, Warranties and Covenants. A. JPMDS represents (a) Each of the Parties hereto represents, warrants and warrants covenants, as applicable, to the other, with respect to facts and issues relating to it, that: (i) It has the requisite authority to enter into this Agreement it is duly organized and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized in good standing under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has laws of the requisite authority to enter into this Agreement and to perform the services contemplated hereinjurisdiction of its organization; (ii) The execution it has full limited liability company power and delivery of this Agreement and the performance authority to carry out all of the services transactions contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediaryhereby; (iii) It currently does, and will, conduct its activities hereunder it shall comply in all material conformity respects with all applicable federallaws, state including the Communications Laws and industry laws or regulations state, local and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws federal rules and regulations;, governing the business, ownership, management and operations under this Agreement; and (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I all requisite resolutions and other authorizations necessary for its execution, delivery, performance and satisfaction of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives;have been duly adopted and complied with; and (v) Either (a) this Agreement is its valid and binding agreement, enforceable against it is not a “fiduciary” in accordance with respect the terms of this Agreement, subject to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAbankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or general equitable principles (b) its receipt of fees pursuant Lessee further represents and warrants to Licensee that it possesses all the requisite qualifications under the Communications Laws to be a lessee as contemplated in this Agreement (including, but not limited to, (i) not being a person subject to denial of Federal Benefits under the Anti-Drug Abuse Act of 1988, and the provision (ii) satisfying applicable foreign ownership eligibility requirements as set forth in Sections 310(a) and 310(b) of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code;Communications Act). (vic) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, and/or in NetworkingNEITHER PARTY MAKES TO THE OTHER ANY REPRESENTATION OR WARRANTY, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practicesEITHER EXPRESS OR IMPLIED, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” andCONCERNING THE SUBJECT MATTER OF THIS LEASE, upon JPMDS’ requestINCLUDING, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestWITHOUT LIMITATION, WARRANTIES REGARDING THE LICENSE.

Representations, Warranties and Covenants. A. JPMDS represents (a) BAP represents, warrants and warrants covenants that: (i) It BAP has been duly incorporated and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with all requisite authority power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits to enter into this conduct its business; (ii) This Agreement has been duly authorized, executed and to make delivered by BAP and, assuming the payments contemplated hereinexecution hereof by the parties, will constitute a valid and binding agreement of BAP enforceable in accordance with its terms; and (iiiii) That BAP will maintain all licenses and registrations necessary under applicable federal and state laws, rules and regulations, including the payment to Financial Intermediary rules and regulation of any fees pursuant hereto is authorized under self-regulatory organization with competent jurisdiction, to serve as distributor of the Shareholder Servicing AgreementFund. B. Financial Intermediary (iv) If any of the foregoing representations and warranties made by BAP are no longer accurate, then BAP will promptly notify Schwab in writing. (b) The Fund represents, warrants and agrees covenants that: (i) It The Fund has been duly organized and is validly existing as a business trust in good standing under the laws of The Commonwealth of Massachusetts, with all requisite authority power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits to enter into this Agreement and to perform conduct its business as described in the services contemplated hereinFund Documents; (ii) The execution Offering Materials, the Fund Information Sheets, and delivery all other documents furnished by the Fund to Schwab are current, accurate and complete and do not contain any untrue statement of this Agreement and a material fact or omit to state a material fact necessary in order to make the performance statements herein or therein, in the light of the services contemplated herein have been duly authorized by all necessary corporate action on its partcircumstances under which they were made, and this Agreement constitutes the valid and binding obligation of Financial Intermediarynot misleading; (iii) It currently does, The Shares have been duly authorized for issuance and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (sale and, if requiredwhen issued and delivered by the Fund, the Shares will obtain their consent conform to such receipt) all statements relating thereto contained in accordance with applicable laws and regulationsthe Offering Materials; (iv) To the extent Shares are purchased The services performed by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees Schwab pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will are not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of the Fund’s Shares; (v) The Fund has a legitimate primary reason (i.e., the receipt of administrative and related services) for participating in AIS other than the sale of its Shares; (vi) The Fund has not and will not solicit any offer to tender or offer to sell Shares in any manner that would be inconsistent with applicable laws and regulations, or with the procedures for solicitations contemplated by the Fund Documents; (vii) As of the effective date of this Agreement (which shall be the later of the date on which this Agreement is made or the date set forth opposite the name of the Fund on Schedule I), no provision of the Fund Documents conflicts with Xxxxxx’x obligations under this Agreement or imposes any obligation on Schwab not set forth in this Agreement. The Fund shall promptly notify Schwab in writing of any prospective change in its Fund Documents that may conflict with Xxxxxx’x obligations under this Agreement or impose any obligation on Schwab not set forth in this Agreement. In case of any such change, Schwab and the Fund shall (i) work together in good faith to amend this Agreement to reflect such changed or new obligation, and (ii) if the parties cannot reach agreement on amendment prior to the effective date of that obligation, the Fund agrees that Schwab may: (A) suspend purchases of Shares until such time as the parties amend this Agreement, and (B) terminate this Agreement with respect to the Fund; (viii) If the Fund has a distribution or shareholder servicing plan maintained or adopted pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”), such Rule 12b-1 Plan does not exceed 40 basis points per annum; (ix) If applicable, the Fund’s sales charges and member compensation arrangements meet the conditions and qualifications set forth in Rules 2830(d) and 2830(l)(4) of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), which enable a member of FINRA to offer or sell shares of the Fund; (x) The issue and sale of Shares and the execution, delivery and performance of the Fund’s obligations under the Fund Documents will not result in the violation of any applicable federal or state laws, rules or regulations; (xi) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming execution hereof by the parties, will constitute a valid and binding agreement of the Fund enforceable in accordance with its terms; (xii) If any of the foregoing representations and warranties made by Fund is no longer accurate, then the Fund shall promptly notify Schwab thereof in writing. (c) Schwab represents, warrants and covenants that: (i) Schwab has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits to conduct its business; (ii) This Agreement has been duly authorized, executed and delivered by Schwab and, assuming the execution hereof by the parties, will constitute a valid and binding agreement of Schwab enforceable in accordance with its terms; and (viiiiii) It Schwab will maintain comprehensive general liability coverage all licenses and will carry a fidelity bond covering it registrations necessary under applicable federal and each state laws, rules and regulations, including the rules and regulation of its employees and authorized agents any self-regulatory organization with limits of not less than those considered commercially reasonable and appropriate under current industry practicescompetent jurisdiction, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide the administrative services required to be provided by Schwab hereunder. (iv) If any of the other such information or documentation necessary for such party to fulfill its obligations hereunder foregoing representations and such other information or documentation as either party may reasonably requestwarranties made by Schwab are no longer accurate, then Schwab will promptly notify BAP and the Fund in writing.

Representations, Warranties and Covenants. A. JPMDS NBMI represents and warrants that: that (i) It has it is duly registered as an investment adviser and a broker-dealer, it is qualified to conduct business as an investment adviser and a broker-dealer in the requisite authority to enter into this Agreement jurisdictions in which it transacts business and to make is a member in good standing of the payments contemplated hereinNational Association of Securities Dealers, Inc.; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have has been duly authorized by all necessary corporate action on its partand, when executed and this Agreement constitutes delivered, shall constitute the legal, valid and binding obligation of Financial Intermediary; NBMI, enforceable in accordance with its terms; (iii) It currently doesthe activities of NBMI contemplated by, and willthe transactions of NBMI contemplated under, conduct its activities hereunder this Agreement shall comply in all material conformity respects with all provisions of federal securities laws and state securities laws applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws activities and regulations; transactions; (iv) To the extent Shares NBMI has obtained such registrations and qualifications as are purchased by Customers through a defined contribution plan subject necessary to Title I of the Employee Retirement Income Security Act of 1974, as amended permit it to perform its obligations under this Agreement; (“ERISA”v) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to Clients; and (vi) all Fund shares in any program are and will be owned beneficially by Clients and no Fund shares in any Program are or will be owned by NBMI (or an affiliate). B. Fund Party represents that (i) this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the Plan(slegal, valid and binding obligation of Fund Party, enforceable in accordance with its terms; (ii) through their representatives; shares of each Fund are registered and authorized for sale in accordance with all applicable federal and state securities laws; (iii) each Fund has filed a currently effective registration statement relating to its shares on Form N-lA; (iv) the registration statement, including the prospectus and statement of additional information, of each Fund complies in all material respects with applicable federal and state securities laws; (v) Either all advertising, marketing and other materials provided by Fund Company or any Fund to NBMI comply in all material respects with applicable federal and state securities laws; and (avi) it the payment of any fees to NBMI under this Agreement is not a “fiduciary” with respect properly disclosed in each Fund prospectus or statement of additional information, to the provision extent disclosure may be required, and such payment is in material conformity with all federal, state and industry laws or regulations to which Fund Party or each Fund is subject. C. Fund Company represents and warrants that this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the legal, valid and binding obligation of Fund Company, enforceable in accordance with its terms. D. Fund Party agrees that, for as long as this Agreement remains in effect, it shall use its best efforts to cause shares of the services contemplated herein Funds to continue to be registered and authorized for sale in accordance with all applicable federal and state securities laws and shall notify NBMI promptly, in writing, in the event any Plan(sFund's shares cease to be so registered or authorized for sale. E. NBMI shall be entitled to treat each Fund as qualified for sale in all U.S. jurisdictions unless it receives written notice to the contrary. F. NBMI agrees that it will not make any representations about a Fund except to the extent such representation (i) as such term is defined included in Section 3(21) the Fund's current prospectus or statement of ERISA, and Section 4975 of the Internal Revenue Code of 1986additional information, as amended or supplemented from time to time, or sales literature; (the “Code”)ii) is consistent with information contained in such materials; or (biii) is otherwise authorized by Fund Party, Fund Company or a Fund. G. Each party represents and warrants that it has taken, or will take, commercially reasonable measures, to the extent necessary, to adjust its receipt of fees pursuant to computer systems so that its operations and the services provided under this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)be materially affected upon January 1, and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request2000.

Representations, Warranties and Covenants. A. JPMDS represents 10.1 Strata Oncology represents, warrants and/or covenants that, notwithstanding anything to the contrary herein: (a) that Strata Oncology shall not perform any testing or activities relating to Tissue Samples and warrants that: any other patient samples tested with the Strata Oncology Assay not authorized by the applicable Patient ICF; (b) Strata Oncology’s activities with respect to the Strata Trial Collaboration and the Strata Oncology Assay will not infringe upon any intellectual property or other rights of third parties; (c) it will conduct the Strata Trial Collaboration and the Strata Oncology Testing Services in compliance with all Applicable Laws; (d) it will not make any payments to any healthcare provider (including Providers or Participating Study Sites) which are in consideration for any referrals or other business; (e) no part of the exchange by the Parties, or any Participating Study Site, of items or services in connection with the Strata Trial Collaboration is intended to be for, nor shall be construed as, an offer or payment made in exchange for any explicit or implicit agreement to purchase, prescribe or recommend, or provide a favorable formulary status for, any Strata Oncology or Clovis product or service; (f) it does not and will not have a “financial relationship” with Providers or any Participating Study Site within the meaning of 42 C.F.R. §411.354 subject to the provisions of 42 C.F.R. §411.353; and (g) the performance by Strata Oncology of its obligations under this Agreement shall not breach any agreement which (i) It has obligates Strata Oncology to keep in confidence any confidential or proprietary information of any Third Party, or to refrain from competing, directly or indirectly, with the requisite authority to enter into this Agreement and to make the payments contemplated hereinbusiness of any Third Party; and or (ii) That grants to any third party exclusive rights to oncogenic driver mutations that conflict with the payment Target Exclusivity herein, and Strata Oncology shall not disclose to Financial Intermediary of Clovis any fees pursuant hereto is authorized under the Shareholder Servicing Agreementsuch confidential or proprietary information. B. Financial Intermediary 10.2 Clovis represents, warrants and/or covenants that, notwithstanding anything to the contrary herein: (a) Clovis shall not perform any testing or activities relating to Tissue Samples or other patient samples tested with the Strata Oncology Assay not authorized by the applicable Patient ICF or other authorization by the Identified Patient; (b) Clovis’ activities with respect to the Clovis Trials and agrees that: the Clovis Drug Candidate will not infringe upon any intellectual property or other rights of third parties; (ic) It has Clovis shall use the requisite authority to enter into information provided by Strata Oncology under this Agreement as a result of the Strata Oncology Assay testing for the purpose of identifying and enrolling patients in the Clovis Trials with respect to perform the services contemplated herein; (ii) The execution and delivery Clovis Drug Candidate in accordance with the terms of this Agreement and not for other purposes, including drug candidates or studies not covered by this Agreement; and (d) the performance by Clovis of its obligations under this Agreement shall not breach any agreement which obligates Clovis to keep in confidence any confidential or proprietary information of any Third Party or to refrain from competing, directly or indirectly, with the services contemplated herein have been duly authorized by all necessary corporate action on its partbusiness of any Third Party, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws Clovis shall not disclose to Strata Oncology any such confidential or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestproprietary information.

Representations, Warranties and Covenants. A. JPMDS (a) The Company understands that Consultant shall perform the Consulting Services while serving as the Chief Executive Officer of IRT. Consultant represents and warrants that he is free to perform the Consulting Services while working for IRT and that his work as a Consultant for the Company will not violate any commitments that he has made to IRT. Consultant will arrange to provide the Consulting Services in such manner and at such times that the Consulting Services will not conflict with Consultant’s responsibilities under any other agreement, arrangement or understanding or pursuant to any employment relationship Consultant has at any time with any third party, including but not limited to IRT. (b) Consultant further represents, warrants and covenants that: (i) he has the full right, power and authority to enter into this Agreement, to grant the rights granted herein, and to perform fully all of his obligations hereunder; (ii) entering into this Agreement with the Company and performance of the Consulting Services hereunder do not, and will not, conflict with or result in any breach or default under any other agreement to which Consultant is subject, and during the Term (as defined herein), Consultant will not enter into any agreement, either written or oral, in conflict with Consultant’s obligations under this Agreement; (iii) he shall refrain from unethical conduct and perform the Consulting Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and Consultant shall devote sufficient time, effort and resources as may reasonably be deemed necessary to ensure that the Consulting Services are performed in a timely and reliable manner; (iv) he shall perform the Consulting Services in compliance with all applicable federal, state, and local laws and regulations; and (v) he shall comply with Section 5 and Section 6 of the Separation Agreement by and between Executive and the Company, dated December 14, 2016 (the “Separation Agreement”). (c) The Company hereby represents and warrants that: (i) It it has the requisite full right, power and authority to enter into this Agreement Agreement, to grant the rights granted herein, and to make the payments contemplated hereinperform fully all of its obligations hereunder; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and by its representative, whose signature is set forth on the performance of the services contemplated herein have signature page hereto, has been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestaction.

Representations, Warranties and Covenants. A. JPMDS represents 8.1. APM represents, warrants and warrants thatcovenants, to the Client as under: (i) 8.1.1. It is a company duly organized, validly existing and in good standing under the Applicable Regulations. 8.1.2. In the performance of its Services under this Agreement, it undertakes to provide the Services on a timely and best effort basis, ensuring transparency and proactive information towards the Client and with due-exercise of prudent judgment, due care and diligence which can be commonly expected from a professional service provider in the same industry. 8.1.3. It has the requisite legal right, power and authority to enter into this Agreement, and shall deliver and perform its obligations under this Agreement. 8.1.4. It has obtained consents, applicable licences, authorizations, and permissions as may be required for the purpose of executing this Agreement and performing its obligations hereunder. 8.1.5. It has registered itself with the FSRA and has the capital adequacy prescribed for a body corporate under the Applicable Regulations. 8.1.6. It represents that its directors, principal officers and persons associated with the Services are fit and proper persons based on the criteria as specified in the Applicable Regulations and they will continue to satisfy the fit and proper criteria as stipulated under Applicable Regulations during the term of this Agreement. 8.1.7. It shall endeavour to obtain the necessary renewals of necessary certificate(s) from the FSRA for uninterrupted delivery of services. 8.1.8. That there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending against APM which may prejudicially affect the due performance or enforceability of this Agreement or any obligation, act, omission or transaction contemplated hereunder. 8.1.9. That it shall not manage funds, assets, securities and/or investment products on behalf of the Client and APM shall only receive such sums of monies from the Client as are necessary to discharge the Client’s liability towards Fees owed to APM. 8.1.10. That it does not warrant as to the performance or profitability of the investments or any part of it or as to the achievement of any specific or general results in respect of the investments made by the Client pursuant to the investment services provided to the Client under this Agreement. 8.1.11. That it hereby agrees to keep an arm’s length distance between its activities as matched principal and its other activities throughout the term of this Agreement. 8.1.12. That it shall ensure to take all consents and permissions from the Client prior to undertaking any actions in relation to the Transaction. 8.1.13. That it will clearly disclose the general nature and/or sources of conflicts of interest to the Client before undertaking business for the Client. 8.2. The Client represents, warrants, declares and undertakes to APM as under: 8.2.1. That it has full power, legal capacity and authority to execute, deliver and perform this Agreement and has taken all necessary permissions, objections, consents (corporate, statutory, contractual or otherwise) etc. to authorise the execution, delivery and performance of this Agreement in accordance with its terms, to open, maintain and/or continue to maintain the Investments/portfolio, to utilize the Services to enter into the Transactions and/or financial products and to give APM any Instructions that may be given from time to time; 8.2.2. That it agrees that this Agreement has been duly executed and it is a valid and binding agreement. 8.2.3. That it understands that he/she/it is not under any obligation or compulsion to invest in specific securities and/or investment products and the Client may invest in such securities and/or investment products at their own discretion. The Client shall be solely responsible for making his/her/its own independent investigation, understanding and appraising and making a decision on all financial products before dealing in them. 8.2.4. That it represents that he/she/it has sufficient knowledge and experience so as to be able to evaluate the merits and risks of utilizing the Services contemplated under this Agreement and the Client has independently made the decision to avail such Services based upon the Client’s own judgment or upon professional (including legal and tax) advice obtained independently of APM. 8.2.5. That all Client Information provided to APM is true and accurate and not misleading in any way and APM is entitled to rely on such Information. The Client further agrees that the Information given to APM for arriving at the risk profile of the Client is true and accurate. The Client agrees to promptly inform APM in writing in case of any changes in the Information / documents provided to APM during the term of this Agreement. APM shall not be liable for any Loss suffered by the Client which arises due to the Client’s failure to update APM as contemplated hereunder. 8.2.6. That the Client acknowledges that all Client Information provided constitutes representations of the Client. 8.2.7. That the Client hereby confirms and agrees that the Client shall provide any and all Information and documents, as may be required by APM at its sole discretion, from time to time for satisfying KYC and other requirements under the Applicable Regulations. 8.2.8. That the Client hereby confirms that there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgements or decrees of any nature made, existing, threatened, anticipated or pending against the Client which may prejudicially affect the due performance or enforceability of this Agreement or any obligation, act, omission or transaction contemplated hereunder. 8.2.9. That the Client acknowledges receipt of this Agreement, has read this Agreement, and acknowledges the risks associated, whether set out in this Agreement or not, and shall not hold APM and/or any person appointed by it, responsible for the same. 8.2.10. That the Client is aware that APM records conversations between the Client and/or the Client’s representative and APM or APM’s representatives, over the telephone, and hereby specifically permits APM to do so. Such recordings may be relied upon by APM as and when required. 8.2.11. That the Client understands that it is the Client’s sole responsibility to obtain regulatory approvals and make requisite disclosures under the payments contemplated hereinApplicable Regulations in relation to any investment made, including without limitation, filings with and disclosures to FSRA or any other regulatory authority or fulfilling any KYC requirements as may be required from time to time. 8.2.12. That when the Client instructs APM to enter into an Execution-only Transaction, the only role of APM in relation to that Execution-only Transaction will be to pass on the Client’s Instructions to the relevant Issuer and/or service provider for action and APM shall have no other obligations or responsibilities to the Client, in particular: a. APM will not have any duty to advise the Client in respect of either that Execution-only Transaction or any subsequent sale or potential sale of any asset acquired under that Execution-only Transactions; and (ii) That b. The Client is responsible for conducting a Suitability Assessment on the payment suitability of the Execution-only Transaction in the context of the Client’s investment objectives and tax planning. c. In addition to Financial Intermediary of the representations, warranties and covenants provided in clause 8, the Client warrant and undertake that there is no pending or, to the Client’s knowledge, threatened against the Client any fees pursuant hereto action, suit or proceeding at law or in equity or before any court, tribunal, government body, agency or official or any arbitrator that is authorized likely to affect the Client’s ability to perform the Client’s obligations under the Shareholder Servicing this Agreement. B. Financial Intermediary represents8.2.13. That the Client is aware of, warrants and understands the, Applicable Regulations relating to Market Abuse. It acknowledges and agrees that APM may monitor his/her Orders, and that APM has a legal obligation to report to the relevant authorities, and to supply information to them about the Client’s trades. 8.2.14. That each time the Client instructs APM to place an Order or open and close a trade, it is deemed that: a. The Client is acting in compliance with all applicable legislation, regulations and guidance concerning anti-money laundering; and b. the funds that APM receives from the Client does not represent the proceeds of criminal or terrorist activity or any activity of a similar nature. 8.2.15. That APM may cease to act on behalf of the Client, without explanation in certain circumstances. The Client agrees that APM will have no liability to the Client in respect of any liabilities to the extent that they arise out of, or in connection with, APM’s compliance in good faith with the requirements of the Applicable Regulations on anti-money laundering , as amended from time to time, or any other statutory provisions thereof . 8.2.16. That this Agreement, each Transaction and the obligations created under them both are binding upon the Client and enforceable against the Client in accordance with their terms (isubject to applicable principles of equity) It has and do not and will not violate the requisite authority to enter terms of any regulation, order, charge or agreement by which the Client is bound; 8.2.17. the Client acts as a principal and sole beneficial owner in entering into this Agreement and to perform the services contemplated hereineach Transaction; (ii) 8.2.18. that the Client is willing and financially able to sustain a total loss of funds resulting from the trades executed and that the System is a suitable investment vehicle for the Client; and 8.2.19. that except as otherwise agreed by APM, the Client is the sole beneficial owner of all the Margin amount being transferred under this Agreement, free and clear of any security interest whatsoever other than a lien routinely imposed on all securities in a clearing system in which such securities may be held or imposed by a third party custodian, or other similar institution. 8.3. The execution Client covenants to APM that: 8.3.1. He/she will at all times obtain and delivery of comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations referred to in this Agreement Agreement; 8.3.2. He/she is/are willing and the performance able, upon request, to provide APM with information in respect of the services contemplated herein have been duly authorized by all necessary corporate action on its partClient’s financial position, and this Agreement constitutes the valid and binding obligation of Financial Intermediarydomicile or other matters; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and 8.3.3. He/she will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I promptly notify APM of the Employee Retirement Income Security Act occurrence of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” any Event of Default or of any event that may become an Event of Default with respect to the provision of the services contemplated herein to Client’s self or any Plan(sCredit Support Provider; 8.3.4. He/she will (i) as such term is defined comply with all Applicable Regulations in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant relation to this Agreement and any Transaction, so far as they are applicable to the provision Client; and (ii) will support APM to comply with all Applicable Regulations in relation to this Agreement and each Transaction, where such Applicable Regulations do not apply to the Client but the Client’s cooperation is needed to help APM comply with APM obligations; 8.3.5. He/she will not send orders or otherwise take any action that could create a false impression of the services contemplated herein demand or value for a security or financial instrument or send orders which the Client have reason to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined believe are in Section 406 breach of ERISA and Section 4975 Applicable Regulations. The Client shall observe the standard of the Code; (vi) That if it plans to participate behaviour reasonably expected of persons in the DTCCClient’s Mutual Fund Settlement Entry position and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access not take any step which would cause APM to Fund/SERV and it has executed and filed with the DTCC fail to observe the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will behaviour reasonably expected of persons in no event be primarily intended to result in the sale of SharesAPM position; and (viii8.3.6. He/she will have in place adequate controls and procedures to ensure that all trading undertaken by him/her complies with all Applicable Regulations, including but not limited to i) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry preventing any manipulative and/or prohibited trading practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating ii) that the Client has sufficient oversight of at least “A,” the Client’s algorithms to ensure that they continue to operate in an orderly fashion, iii) that the Client monitors the Client’s trading limits and position limits and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents made in Section 8 of the Agreement are still true, complete and warrants thataccurate, unless waived in Exhibit I of the Agreement. Signature: Print Name: Title: Date: At any point in the course of your project, ESD would appreciate feedback regarding this ESD program. Please comment on the application, project approval, and/or payment reimbursement process or any other interactions with ESD related to the project. You may submit your feedback under separate cover to Xxxxxxx XxXxxxx, Vice President and Director of Loans and Grants, 000 Xxxxx Xxxxxx, XX, XX 00000. Please include your Project Number and Project Name which are listed at the top of this exhibit on your submission. Thank you. STATE OF NEW YORK ) ) ss.: COUNTY OF ) The Undersigned, being duly sworn, deposes and says: 1. I, , am the of (i) It has the requisite authority to enter into this Agreement “Company”), a municipality that is duly organized and to make validly existing under the payments contemplated herein; and (ii) That the payment to Financial Intermediary laws of any fees pursuant hereto , and is authorized to do business and is in good standing in the State of New York. 2. I have read and know the contents of a certain Grant Disbursement Agreement (the “Agreement”) executed by and between New York State Urban Development Corporation d/b/a Empire State Development (“ESD”) and the Company dated the day of , 20_ . 3. After having read and reviewed the Agreement, invoices and payments relating thereto, statements of cost and equity, and such other documents as I consider necessary to render the certifications contained herein, I do certify, on the Company’s behalf, that there have been no materially adverse changes to the Company’s financial condition since the time of ESD Directors’ approval of the project. This affidavit is being made solely to assist ESD in determining whether there has been a bankruptcy filing of the Company or whether the Company has experienced a default on any of its debt obligations subsequent to the date of the ESD Directors’ approval of the project. 4. I make this affidavit and the certifications contained herein to induce ESD to disburse the grant under the Shareholder Servicing terms of the Agreement, knowing that ESD will rely on the statements contained herein. I am aware that the swearing of a false oath is a Class A misdemeanor and may be a Class E felony. By: Name: Title: Subscribed and sworn to before me this day of , 20 Notary Public [CPA Letterhead] Date Contact: «Contact_Name_Client», «Contact_Title_Client» «Orgn_Name_Client» «Street_Address_Client» «CitySTZip_Client» Re: «Project_Name», Project #«Project_Number» Verification of Project Costs We have performed the procedures enumerated below, which were agreed to by Empire State Development (“ESD”) (the specified party) on the Project Cost Expenditures of «Orgn_Name_Client» (the “Grantee”) as of (Date). The Company’s management is responsible for ensuring that the Project Cost Expenditures were incurred in a manner established by the project documents as follows: Engineering Procurement Licensing Construction Project Management Contingency Other Disbursement requests shall be submitted to ESD as soon as reasonably practicable upon Xxxxxxx’s completion of an Expenditure Milestone as enumerated above. If circumstances so warrant, Grantee may submit a disbursement request based on partial completion of an Expenditure Milestone, for partial payment based on reasonable costs incurred. In no case shall full payment for an Expenditure Milestone be disbursed until all Milestone deliverables associated with the Expenditure Milestone have been fully completed. Disbursement requests shall be submitted periodically, in no case more frequently than once per quarter. The sufficiency of these procedures is solely the responsibility of ESD. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Our procedures and associated findings are as follows: 1. Obtained the attached “Statement of Actual Costs” for the Project («Project_Name», Project #«Project_Number») prepared by the Company. B. Financial Intermediary represents2. Agreed the total per the Statement of Actual Costs to the Company’s financial accounting records – the fixed asset subledger (….or name appropriate financial record report) 3. For costs and expenses appearing on the Statement of Actual Costs, warrants selected a sample for detailed testing of underlying transactions. [CPA will indicate method of selection, dollar value and agrees that:percentage of items sampled.] 4. For each asset or expense item selected, obtained the supporting documentation, such as purchase orders, receiving reports, invoices and cancelled checks as deemed appropriate [CPA will indicate which documentation was used]. 5. Examined the supporting documentation for sampled items, noting the invoice date, invoice number and invoice amount. Agreed the dollar amount on the invoice to the Company’s financial accounting records (ifixed asset subledger – or appropriate report name) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance statement of actual costs. 6. For each invoice examined, obtained the services contemplated herein have been duly authorized by all necessary corporate action on its partrelated wire transfer documentation noting the wire transfer date, number, and this Agreement constitutes amount. Then, agreed the valid and binding obligation of Financial Intermediary;wire transfer amount to the vendor invoice amount. (iii) It currently does7. For each asset or expense item selected, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to determined that such receipt) sampled item is a capital expense in accordance with applicable laws state and regulations; (iv) To federal law. [Summarize any exceptions, if applicable] This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the extent Shares are purchased by Customers through a defined contribution plan subject American Institute of Certified Public Accountants. We were not engaged to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”)and did not conduct an examination or review, the arrangements provided objective of which would be the expression of an opinion or conclusion, respectively, on ensuring that the Project Cost Expenditures were incurred in a manner established by the project documents. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it information and use of ESD and is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage be and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of should not less be used by anyone other than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis specified party.

Representations, Warranties and Covenants. A. JPMDS 1.1 The Company represents and warrants to, and agrees with you that: (ia) It The Company has filed with the requisite authority to enter into this Agreement Securities and to make Exchange Commission (the payments contemplated herein; and "Commission") a registration statement (iiNo. 333-[________]) That on Form S-3 for the payment to Financial Intermediary of any fees pursuant hereto is authorized registration under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”"Act"), of Home Equity Loan Pass-Through Certificates (issuable in series), including the Certificates, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 424(b) under the rules and regulations of the Commission under the Act (the "1933 Act Regulations") a prospectus supplement dated [_______________ ___], 20[___] (the "Prospectus Supplement"), to the prospectus dated [_______________ ___], 20[___] (the "Base Prospectus"), relating to the Certificates and the method of distribution thereof. Such registration statement (No. 333-[______]) including exhibits thereto and any information incorporated therein by reference, as amended at the date hereof, is hereinafter called the "Registration Statement"; and the Base Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together with any amendment thereof or supplement thereto authorized by the Company on or prior to the Closing Date (as defined herein) for use in connection with the offering of the Certificates, are hereinafter called the "Prospectus." (b) its receipt of fees pursuant to this Agreement The Registration Statement has become effective, and the provision Registration Statement as of the services contemplated herein effective date (the "Effective Date," as defined in this paragraph), and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the 1933 Act Regulations; and the Registration Statement, as of the Effective Date, did not contain any untrue statement of a material fact and did not omit to state any Plan(smaterial fact required to be stated therein or necessary to make the statements therein not misleading; and each Issuer Free Writing Prospectus (as defined herein) as of its date did not and at all times prior to the date of the Prospectus Supplement will not, and the Prospectus and Designated Static Pool Information, taken together, as of the date of the Prospectus Supplement did not and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will not constitute omit to state a non-exempt “prohibited transaction” material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except in the case of any Issuer Free Writing Prospectus, any omission with respect to information included in the definition of Senior and Mezzanine Structure Information); provided, however, that neither the Company nor Residential Funding makes any representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto relating to the information therein that is Excluded Information (as defined herein); and provided, further, that neither the Company nor Residential Funding makes any representations or warranties as to either (i) any information contained in any Underwriter Prepared Issuer FWP (as defined herein) or Underwriter Free Writing Prospectus (as defined herein) except, in each case, to the extent of (x) any information set forth therein that constitutes Pool Information (as defined below) or (y) any information accurately extracted from any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or Underwriter Free Writing Prospectus, or (ii) any information contained in or omitted from the portions of the Prospectus identified by underlining or other highlighting as shown in Exhibit F (the "Underwriter Information"). The Effective Date shall mean the earlier of the date on which the Prospectus Supplement is first used and the time of the first Contract of Sale (as defined herein) to which such Prospectus Supplement relates. The initial effective date of the Registration Statement was within three years of the Closing Date. If the third anniversary of the initial effective date occurs within six months after the Closing Date, the Company will use best efforts to take such action as may be necessary or appropriate to permit the public offering and sale of the Certificates as contemplated hereunder. The Company acknowledges that the Underwriter Information constitutes the only information furnished in writing by you or on your behalf for use in connection with the preparation of the Registration Statement or the Prospectus, and the Underwriter confirms that the Underwriter Information is correct. (c) (i) "ABS Informational and Computational Materials" shall have the meaning given such term is defined in Section 406 Item 1101 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestRegulation AB.

Representations, Warranties and Covenants. A. JPMDS represents The Company hereby represents, warrants and warrants thatcovenants to the Holders and the Trustee as follows: (a) there does not exist any Event of Default under the Indenture on the date hereof; (b) this First Supplemental Indenture has been duly authorized, executed and delivered by it in accordance with resolutions adopted by its board of directors or comparable managing body, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (c) since May 13, 2014, through the date hereof, there has been no amendment, modification, supplement or other change to the Purchase Agreement (except for (i) It has the requisite authority assignment by the Company of its rights and obligations under the Purchase Agreement to enter into this Pernix Ireland pursuant to the terms of an Assignment and Assumption Agreement dated as of the date hereof and (ii) the letter agreement referred to make in the payments contemplated hereinrecitals hereto); (d) the Company and the Guarantors shall not amend, modify, restate, cancel, supplement, terminate or waive any provision of the Purchase Agreement and/or the Secured Notes Documents, in each case, in any manner adverse to the interests of the Holders in any material respect; (e) the aggregate outstanding principal amount of the Senior Secured Notes shall not exceed $220,000,000.00; and (iif) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance proceeds of the services contemplated herein have been duly authorized by all necessary corporate action Senior Secured Notes are being used on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder date hereof solely to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To consummate the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestTreximet Acquisition.

Representations, Warranties and Covenants. A. JPMDS Impact hereby severally represents and warrants to and covenants with the Company that: (a) it is resident in the United States and is not a resident of British Columbia; (b) it has received and carefully read this Agreement; (c) it is duly incorporated and validly subsisting under the laws of its jurisdiction of organization and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on its behalf; (d) it has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto; (e) it has duly executed and delivered this letter agreement, and the letter agreement constitutes a valid and binding agreement enforceable against it; (f) the entering into of this letter agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, it, or of any agreement, written or oral, to which it may be a party or by which it is or may be bound; (g) it (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment; (h) it is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and it has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's most recent annual report on Form 10-KSB filed with the SEC and in the Post-Effective Amendment No. 3 to the Company's registration statement on Form SB-2 filed with the United States Securities and Exchange Commission on May 2, 2003; (i) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company; (j) it is acquiring the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any other person; (k) it is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and (l) no person has made it any written or oral representations: (i) It has that any person will resell or repurchase any of the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated hereinSecurities; (ii) The execution and delivery that any person will refund the purchase price of this Agreement and the performance any of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary;Securities; or (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws as to the future price or regulations and will disclose its receipt value of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I any of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestSecurities.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It is an insurance company duly organized and in good standing under applicable law and that it has authority authorizing it to conduct a life insurance business in all states: (ii) It has established the Separate Account, which is excluded from the definition of investment company and thus exempt from registration with the SEC; (iii) The Separate Account will invest in Shares and will issue variable insurance contracts funded through the Separate Account solely to Plans and/or Participants; (iv) The Shares are an appropriate investment for the Separate Account and are an appropriate funding medium for the variable insurance contracts issued through the Separate Account to Plans and Participants. Without limitation of the foregoing, Financial Intermediary understands and acknowledges that the Funds are available for purchase by the general public, are not solely available for purchase by insurance company separate accounts, and may not comply with the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended, and Treas. Reg. 1-817.5 thereunder; (v) It is registered with the appropriate securities authorities in all states, territories and jurisdictions in which its activities make such registration necessary; (vi) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (iivii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iiiviii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers Contractowners (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (ivix) To the extent Shares are purchased by Customers Contractowners through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”") (a “"Plan”"), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (vx) Either (a) it is not a “"fiduciary” " with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “"Code”"); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “"prohibited transaction” " as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make execute and deliver this Agreement; and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (ii) no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the payments contemplated hereinexecution, delivery, performance, validity or enforceability of this Agreement; and (iiiii) That the payment execution, performance and delivery of this Agreement by it will not violate any of its contractual obligations or any applicable laws, rules and regulations and will comply with all laws, rules and regulations of governmental authorities and regulatory agencies applicable to Financial Intermediary it by virtue of any fees pursuant hereto is authorized under the Shareholder Servicing entering into and performing this Agreement. B. Financial Intermediary represents(b) We hereby represent, warrants warrant and agrees covenant to you, as applicable, that: (i) It has we will not be a “fiduciary” with respect to the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partfor any Plan, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iiias such term is defined in Section 3(21) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or ; (bii) its our receipt of fees pursuant to this Agreement under and the provision performance of the services contemplated herein to any Plan(s) specified in this Agreement will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viiiiii) It will maintain comprehensive general liability coverage the services which we agree to render under this Agreement are not services for which we or Insurance Company deduct fees and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate charges under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees the Contracts or for which we are paid compensation pursuant to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestanother arrangement.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary 7.1 Recipient represents, warrants and agrees covenants to AstraZeneca and Member State that: (ia) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Tripartite Agreement and the performance by it of the services transactions contemplated herein hereby have been duly authorized by all necessary action; b) it has the power and authority to execute and deliver this Tripartite Agreement and to perform its obligations hereunder, including to satisfy the payment obligations hereunder; c) this Tripartite Agreement has been duly executed and is a legal, valid and binding obligation on it, enforceable against it in accordance with its terms; d) it is not under any obligation, contractual or otherwise, to any Person or third party that conflicts with or is inconsistent in any material respect with the terms of this Tripartite Agreement or that would impede the complete fulfillment of its obligations under this Tripartite Agreement; and e) it shall comply with all Applicable Laws that are applicable to its activities and operations under this Tripartite Agreement. 7.2 Member State represents, warrants and covenants to AstraZeneca and Recipient that: a) the execution and delivery of this Tripartite Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary action; b) it has the power and authority to execute and deliver this Tripartite Agreement and to perform its obligations hereunder, including to satisfy the payment obligations hereunder; c) this Tripartite Agreement has been duly executed and is a legal, valid and binding obligation on it, enforceable against it in accordance with its terms; d) it is not under any obligation, contractual or otherwise, to any Person or third party that conflicts with or is inconsistent in any material respect with the terms of this Tripartite Agreement or that would impede the complete fulfilment of its obligations under this Tripartite Agreement; and e) it shall comply with all Applicable Laws that are applicable to its activities and operations under this Tripartite Agreement. 7.3 AstraZeneca represents, warrants and covenants to Member State and Recipient that: a) the execution and delivery of this Tripartite Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on action; b) it has the power and authority to execute and deliver this Tripartite Agreement and to perform its partobligations hereunder; c) this Tripartite Agreement has been duly executed and is a legal, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doeson it, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable against it in accordance with applicable laws its terms; d) it shall use its Best Reasonable Efforts to ensure that the Ordered Doses shall be manufactured in accordance with, and shall comply in all material respects with, current Good Manufacturing Practices in the country where the Ordered Doses are manufactured, including adherence to EMA pharmacovigilance regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (ae) it is not a “fiduciary” with respect to the provision of the services contemplated herein under any obligation, contractual or otherwise, to any Plan(sPerson or third party that conflicts with or is inconsistent in any material respect with the terms of this Tripartite Agreement or that would impede the complete fulfilment of its obligations under this Tripartite Agreement; f) as such term is defined all information, including historic financial information, submitted to Recipient in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant relation to this Tripartite Agreement is true, complete and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined accurate in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesall material respects; and (viiig) It will maintain comprehensive general liability coverage it shall comply with all Applicable Laws that are applicable to its activities and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate operations under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis Tripartite Agreement.

Representations, Warranties and Covenants. A. JPMDS represents (a) In connection with this transaction, Representative and warrants thatHolders hereby represent, warrant, acknowledge and agree as follows: (1) The Holders are the sole legal and beneficial owner of the Notes and the Notes being transferred hereunder are free and clear of any liens, charges or encumbrances and upon completion of the Exchange, Holders will convey to the Company good title to the Notes free and clear of all liens, charges and encumbrances. (2) Representative and Holders approached the Company and initiated negotiations with the Company regarding the exchange of Notes for Common Stock as described above. Neither the Company nor anyone acting on the Company's behalf approached the Holders regarding this transaction. (3) Neither the Representative, Holders nor anyone acting on their behalf has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. (4) The Representative and the Holders agree to not sell shares from the date hereof through the Settlement Date at price below $6.81 per share. (5) The Holders and Representative acknowledge that the transaction contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). The Representative and Holders know of no reason why such exemption is not available. (6) Representative and Holders have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Exchange Shares and to make an informed investment decision with respect to such acquisition and the Exchange, and the Representative and Holders acknowledge that the Company makes no representation regarding the value of the Notes or the Exchange Shares. (7) Representative and Holders have had such opportunity as they have deemed adequate to obtain from representatives of the Company such information as is necessary to permit Representative and Holders to evaluate the merits and risks of the transaction contemplated hereby and acknowledges that it, among other things, has received or reviewed copies of the Company's Annual Report on Form 10-K for the year ended 2007 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. Representative and Holders acknowledge that the Company has in its possession (i) It non-public information concerning the Company's business, operations and prospects, (ii) non-public information specifically relating to the Notes and the Common Stock, which if known publicly could materially affect the market price of the Notes and the Common Stock (collectively, the "Excluded Information"), which may be positive or negative, which information has not been communicated, directly or indirectly, by the requisite Company to Representative or the Holders. The Company has offered to disclose the Excluded Information to Representative and Holders prior to the execution of this Agreement, but the Representative has advised the Company that neither the Representative nor Holders wants to receive the Excluded Information. (8) Representative and Holders hereby irrevocably and unconditionally waive and release the Company, and their respective officers, directors, employees, agents and affiliates (the "Releasees") from all claims that they might have whether under applicable securities laws or otherwise, based on the Company's possession, or non-disclosure to Representative and Holders of the Excluded Information or any other material non-public information concerning the Company and neither the Representative nor Holders, or any of their respective affiliates shall sue or assert or maintain, any claim, suit or other proceeding, regarding any claim, known or unknown, which Representative or the Holders or their respective affiliates may now or in the future have against the Releasees based upon or relating to the Excluded Information; and Representative and the Holders agree to indemnify and hold each Releasee harmless from any and all damages, including but not limited to attorney's fees, that result from any breach of the foregoing. Representative and Holders further confirms that it understands the significance of the foregoing waiver and release. (9) Representative and Holders acknowledge that they have been advised by the Company that the Company is considering various strategies as part of its ongoing efforts to improve its financial position including the possible restructuring of its existing debt (including the Notes). Representative and Holders have been further advised that any possible debt restructuring (i) may include the issuance of new secured and unsecured debt or equity securities by the Company or its subsidiaries for cash or in exchange for some or all of its outstanding debt, cash tender offers for some or all of its outstanding debt, or any combination of the foregoing, and other debt restructuring transactions involving the Notes, (ii) may occur at any time following the date hereof, and (iii) may be on terms materially more favorable and provide materially greater value to holders of Notes than Holders will receive in the Exchange contemplated hereby. Representative and Holders hereby release the Company and its affiliates from any and all claims arising out of or relating to the Notes and the Exchange contemplated hereby, including any claims arising out of or relating to any debt restructuring transaction the Company may engage in subsequent to the Exchange. (10) Representative represents that (i) it is a Delaware limited liability company (ii) it has all of the power and authority necessary to enter into this Agreement transaction and to make consummate the payments transaction contemplated herein; and hereunder, (iiiii) That it has taken all action as may be necessary to authorize the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement agreement and the consummation of the transaction contemplated by this agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partobligations hereunder, and (iv) this Agreement constitutes the valid and binding agreement is an obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable in accordance with applicable laws its terms, and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either neither the execution and delivery hereof or the performance of its obligations hereunder will violate or contravene any applicable requirements of law or any of its governing documents or material agreements. (a11) it is Holders do not a “fiduciary” with respect to the provision hold in excess of 4.99% of the services Common Stock of the Company. (12) Holders and Representative warrant and affirm that Representative has full discretionary authority to act on behalf of Holders, including without limitation in connection with the execution, warranties and performance contemplated herein hereunder. (b) In connection with this transaction, the Company hereby represents, warrants, acknowledges and agrees as follows: (1) The Exchange Shares will not be "restricted securities" within the meaning of the Securities Act and will be freely transferable by the Holders. The certificate(s) representing the Exchange Shares will not bear a restrictive legend under the Securities Act. (2) The Company acknowledges that the transaction contemplated hereby is intended to any Plan(s) as such term is defined in be exempt from registration by virtue of Section 3(213(a)(9) of ERISA, and Section 4975 the Securities Act of the Internal Revenue Code of 19861933, as amended (the “Code”"Securities Act"); or . The Company knows of no reason why such exemption is not available. (b3) its receipt The Company represents that (i) it is a corporation duly organized and validly existing under the laws of fees pursuant the State of Florida, (ii) it has all of the corporate power and authority necessary to enter into this Agreement transaction and to consummate the transaction contemplated hereunder, (iii) it has taken all corporate action as may be necessary to authorize the execution and delivery of this agreement and the provision consummation of the services transaction contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA by this agreement and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing performance of its services set forth on Exhibit C obligations hereunder, (iv) this agreement is an obligation enforceable in accordance with its terms, and (v) neither the execution and delivery hereof will in no event be primarily intended to result in or the sale performance of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information will violate or documentation as either party may reasonably requestcontravene any applicable requirements of law or any of its charter, by-laws or material agreements.

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was organized; (ii) it will comply with all laws and rules and regulations of governmental authorities and regulatory agencies applicable to it by virtue of entering into and performing this Agreement; (iii) its execution, performance and delivery of this Agreement will not violate any of its contractual obligations or any applicable laws and rules and regulations of governmental authorities and regulatory agencies; (iv) it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make execute and deliver this Agreement; and, assuming due and valid execution and delivery by the payments contemplated hereinother party, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (v) no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. (b) Distributor hereby represents and warrants to Intermediary that: (i) it is duly registered as a broker-dealer pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) That the payment to Financial Intermediary of any fees pursuant hereto Fund is authorized registered as an investment company under the Shareholder Servicing Agreement1940 Act, and the Shares are registered under the Securities Act. B. Financial (c) Intermediary hereby represents, warrants and covenants to, and agrees with, Distributor and XXX, that: (i) It has if Intermediary is not registered as a broker-dealer pursuant to the requisite authority Exchange Act, Intermediary is not required to enter into this Agreement and be so registered in order to perform the services contemplated hereinservices, and receive the fees, specified in this Agreement; (ii) The execution and delivery of this Agreement and if Intermediary is not registered as a transfer agent pursuant to the performance of Exchange Act, Intermediary is not required to be so registered in order to perform the services contemplated herein have been duly authorized by all necessary corporate action on its partservices, and receive the fees, specified in this Agreement constitutes the valid and binding obligation of Financial IntermediaryAgreement; (iii) It currently doesif Intermediary is required to be a member of the Financial Industry Regulatory Authority (“FINRA”), Intermediary is a member in good standing and will comply with applicable rules of FINRA, including any requirements as to suitability of Shares for Clients, and will, conduct its activities hereunder in material conformity Intermediary will inform Distributor promptly of any pending or threatened action or proceeding by FINRA bearing on Intermediary’s membership with all applicable federal, state FINRA and industry laws of any suspension or regulations and will disclose its receipt termination of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulationsmembership; (iv) To Intermediary will ensure that all fees and compensation received pursuant to this Agreement, including compensation referred to herein, are disclosed to Clients as required by law; (v) Intermediary will not be a “fiduciary” (within the extent Shares are purchased by Customers through a defined contribution plan subject to Title I meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), as it may be amended from time to time, in connection with the arrangements provided for in performance of this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” and any transactions contemplated hereby with respect to the provision of the services contemplated herein any person or entity subject to any Plan(s) as such term is defined in Section 3(21) Title I of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); ) or any governmental plan (bwithin the meaning of Section 3(32) its of ERISA; (vi) Intermediary’s receipt of fees pursuant to and other compensation, direct and indirect under and the performance of the services specified in this Agreement and the provision of the services contemplated herein to any Plan(s) transactions related thereto will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans , or with respect to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)any governmental plan, and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreementany similar prohibition under applicable law; (vii) The providing Intermediary has full authority to act on behalf of Clients in the manner contemplated by this Agreement, and each time Intermediary so acts it shall be deemed to have restated this representation and warranty; (viii) Distributor and the Fund and its agent are entitled to rely on oral and written instructions reasonably believed to be genuine and to have been given by or on behalf of Intermediary; (ix) Intermediary will, on reasonable request of Distributor, (A) provide Distributor with copies of its services set forth compliance policies and procedures related to performance of this Agreement or the agreements, representations, warranties, covenants or agreements of Intermediary herein (“Compliance Matters”), (B) provide Distributor with such certifications and representations regarding Compliance Matters and (C) permit Distributor or the Fund or its agent, as well as appropriate regulatory authorities, to obtain information and records, and to inspect Intermediary’s facilities, relating to Compliance Matters; Intermediary will notify Distributor regarding material changes to compliance policies and procedures related to Compliance Matters that have been provided to Distributor within a reasonable period of time following the effectiveness of such changes; (x) Intermediary will impose any applicable redemption fee on Exhibit C hereof will in no event be primarily intended to result Shares as described in the sale Prospectuses; (xi) Intermediary will not withhold placing orders received from Clients so as to profit as a result of Sharessuch withholding by a change in net asset value or otherwise; (xii) Intermediary will not enter into any arrangements, formal or informal, with any Client to permit or facilitate the use of market timing or excessive trading strategies, and Intermediary has implemented reasonable procedures to monitor for such activities; and (viiixiii) It Intermediary will maintain comprehensive general liability insurance coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating appropriate in light of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestduties under this Agreement.

Representations, Warranties and Covenants. A. JPMDS represents Borrowers represent and warrants that: warrant to Administrative Agent and Banks that (ia) It has the they possess all requisite power and authority to enter into execute, deliver and comply with the terms of this Agreement Fourth Amendment, (b) this Fourth Amendment has been duly authorized and to make approved by all requisite corporate and company action on the payments contemplated herein; and part of the Borrowers, (iic) That the payment to Financial Intermediary no other consent of any fees pursuant hereto Person (other than Administrative Agent and Banks) is authorized under required for this Fourth Amendment to be effective, (d) the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement Fourth Amendment does not violate their organizational documents, (e) the representations and warranties in each Loan Document to which they are a party are true and correct in all material respects on and as of the Fourth Amendment Closing Date as though made on the Fourth Amendment Closing Date, (f) after giving effect to this Fourth Amendment, they are in full compliance with all covenants and agreements contained in each Loan Document to which they are a party, (g) after giving effect to this Fourth Amendment, no Event of Default or Default has occurred and is continuing, (h) after giving effect to this Fourth Amendment and the performance Reorganization Transaction, (1) the Subordinated Obligations have been converted in full to common stock Parent, (2) the Subordination Agreement has been terminated and (3) no Subordinated Obligations are remain outstanding as of the services Fourth Amendment Closing Date and (h) except as may be addressed in this Fourth Amendment, no exhibit or schedule to the Credit Agreement is required to be supplemented, amended or modified in connection with the transactions contemplated herein have been duly authorized by all necessary corporate action on its partthis Fourth Amendment or any other matters occurring prior to the Fourth Amendment Closing Date. In particular, and this Agreement constitutes but without limiting the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I generality of the Employee Retirement Income Security Act of 1974foregoing, Exhibit A attached to the Credit Agreement, as amended (“ERISA”) (a “Plan”)by this Fourth Amendment or any prior amendment, the arrangements provided for describes all of Borrower’s Borrowing Base Oil and Gas Properties. The representations and warranties made in this Agreement will be disclosed Fourth Amendment shall survive the execution and delivery of this Fourth Amendment. No investigation by Administrative Agent or any Bank is required for Administrative Agent or any Bank to rely on the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined representations and warranties in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestFourth Amendment.

Representations, Warranties and Covenants. A. JPMDS 2.1 Each Party represents and warrants to the other Parties hereto that: (ia) It it is a company duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; (b) it has the requisite full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to make or contemplated by this Agreement; (c) neither the payments execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereinhereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a Party; and (iid) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance agreements contemplated hereby will not violate or result in the breach of the services contemplated herein have been duly authorized laws of any jurisdiction applicable or pertaining thereto or of its constating documents. 2.2 The Optionor represents and warrants to the Optionee that: (a) unless otherwise provided herein, the Optionor, or an agent of the Optionor, is the holder of approximately 5,000 acres of land currently comprising the Property, which was obtained by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation acquisition of Financial Intermediarymineral leases over or by claim staking such lands; (iiib) It currently doesto the best of the knowledge of the Optionor, the Property is free and clear of all liens and encumbrances, and willis in good standing under the mining laws of the State of New Mexico and the United States of America; (c) to the best of the knowledge of the Optionor, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) the mineral claims comprising the Property have been located in accordance with applicable the mining laws of the State of New Mexico and the United States of America, and in accordance with local customs, rules and regulations;; and (ivd) To there is no litigation, proceeding or investigation pending or threatened against the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” Optionor with respect to the provision Property, nor does the Optionor know, or have any grounds to know after due enquiry, of any basis for any litigation, proceeding or investigation which would affect the services contemplated herein to any Plan(s) as such term is defined Property. 2.3 The representations, warranties and covenants herein-before set out are conditions on which the Parties have relied in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to entering into this Agreement and will survive the provision acquisition of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate interest in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of Property by the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it Optionee and each of its employees Party will indemnify and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to save the other such information harmless from all loss, damage, cause, actions and suits arising out of or documentation necessary for such party to fulfill its obligations hereunder in connection with any breach of any representation, warranty, covenant, agreement or condition made by them and such other information or documentation as either party may reasonably requestcontained in this Agreement.

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was organized; (ii) it will comply with all laws and rules and regulations of governmental authorities and regulatory agencies applicable to it by virtue of entering into and performing this Agreement; (iii) its execution, performance and delivery of this Agreement will not violate any of its contractual obligations or any applicable laws and rules and regulations of governmental authorities and regulatory agencies; (iv) it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make execute and deliver this Agreement; and, assuming due and valid execution and delivery by the payments contemplated hereinother party, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (v) no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. (b) Distributor hereby represents and warrants to Intermediary that: (i) it is duly registered as a broker-dealer pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) That the payment to Financial Intermediary of any fees pursuant hereto Fund is authorized registered as an investment company under the Shareholder Servicing Agreement1940 Act, and the Shares are registered under the Securities Act. B. Financial (c) Intermediary hereby represents, warrants and covenants to, and agrees with, Distributor and XXX, that: (i) It has if Intermediary is not registered as a broker-dealer pursuant to the requisite authority Exchange Act, Intermediary is not required to enter into this Agreement and be so registered in order to perform the services contemplated hereinservices, and receive the fees, specified in this Agreement; (ii) The execution and delivery of this Agreement and if Intermediary is not registered as a transfer agent pursuant to the performance of Exchange Act, Intermediary is not required to be so registered in order to perform the services contemplated herein have been duly authorized by all necessary corporate action on its partservices, and receive the fees, specified in this Agreement constitutes the valid and binding obligation of Financial IntermediaryAgreement; (iii) It currently doesOneAmerica Securities, Inc. is required to be a member of the Financial Industry Regulatory Authority (“FINRA”), Intermediary is a member in good standing and will comply with applicable rules of FINRA, including any requirements as to suitability of Shares for Clients, and will, conduct its activities hereunder in material conformity Intermediary will inform Distributor promptly of any pending or threatened action or proceeding by FINRA bearing on Intermediary’s membership with all applicable federal, state FINRA and industry laws of any suspension or regulations and will disclose its receipt termination of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulationsmembership; (iv) To Intermediary will ensure that all fees and compensation received pursuant to this Agreement, including compensation referred to herein, are disclosed to Clients as required by law; (v) Intermediary will not be a “fiduciary” (within the extent Shares are purchased by Customers through a defined contribution plan subject to Title I meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), as it may be amended from time to time, in connection with the arrangements provided for in performance of this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” and any transactions contemplated hereby with respect to the provision of the services contemplated herein any person or entity subject to any Plan(s) as such term is defined in Section 3(21) Title I of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); ) or any governmental plan (bwithin the meaning of Section 3(32) its of ERISA; (vi) Intermediary’s receipt of fees pursuant to and other compensation, direct and indirect under and the performance of the services specified in this Agreement and the provision of the services contemplated herein to any Plan(s) transactions related thereto will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans , or with respect to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”)any governmental plan, and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreementany similar prohibition under applicable law; (vii) The providing Intermediary has full authority to act on behalf of Clients in the manner contemplated by this Agreement, and each time Intermediary so acts it shall be deemed to have restated this representation and warranty; (viii) Distributor and the Fund and its agent are entitled to rely on oral and written instructions reasonably believed to be genuine and to have been given by or on behalf of Intermediary; (ix) Intermediary will, on reasonable request of Distributor, (A) provide Distributor with copies of its services set forth on Exhibit C hereof compliance policies and procedures related to performance of this Agreement or the agreements, representations, warranties, covenants or agreements of Intermediary herein (“Compliance Matters”), (B) provide Distributor with such certifications and representations regarding Compliance Matters and (C) permit Distributor or the Fund or its agent, as well as appropriate regulatory authorities, to obtain information and records, and to inspect Intermediary’s facilities, relating to Compliance Matters; Intermediary will notify Distributor regarding material changes to compliance policies and procedures related to Compliance Matters that have been provided to Distributor within a reasonable period of time following the effectiveness of such changes; (x) Intermediary will not withhold placing orders received from Clients so as to profit as a result of such withholding by a change in no event be primarily intended net asset value or otherwise; (xi) Intermediary will not enter into any arrangements, formal or informal, with any Client to result in permit or facilitate the sale use of Sharesmarket timing or excessive trading strategies, and Intermediary has implemented reasonable procedures to monitor for such activities; and (viiixii) It Intermediary will maintain comprehensive general liability insurance coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating appropriate in light of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestduties under this Agreement.

Representations, Warranties and Covenants. A. JPMDS represents Xxxxxxxx and warrants thatGuarantors represent and warrant that as of the as of the date of this Agreement: (i) It has a. The representations and warranties in the Loan Documents, as modified by this Agreement are true and correct in all material respects. b. Other than the Third Specified Event of Default or as otherwise heretofore waived or forborne by Xxxxxxx, there is no Event of Default under the Loan Documents, and neither Borrower nor Guarantors have knowledge of any event or circumstance that with the giving of notice or the passage of time, or both, would constitute an Event of Default under the Loan Documents. c. The Loan Documents are in full force and effect and, following the execution and delivery of this Agreement, the Loan Documents will continue to be the legal, valid and binding obligations of Borrower and Guarantors, as applicable, enforceable in accordance with their respective terms, subject to limitations imposed by bankruptcy, insolvency, other debtor relief laws and general principles of equity. d. Obligors exist under the laws of the jurisdictions of their formation or organization and have the requisite power and authority to enter into this Agreement execute and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into deliver this Agreement and to perform their obligations under the services contemplated herein;Loan Documents as modified hereby. (ii) e. The execution and delivery of this Agreement by Xxxxxxxx and the performance by the Obligors of their obligations under the services contemplated herein Loan Documents as modified hereby have been duly authorized by all necessary corporate requisite action by or on behalf of Obligors. This Agreement has been duly executed and delivered on behalf of Obligors. f. The parties hereto acknowledge, confirm and agree that any misrepresentation by any Obligor or any failure of any Obligor to comply with the covenants, conditions and agreements contained in any Loan Documents, herein or in any other agreement, document or instrument at any time executed and/or delivered by any Obligor with, to or in favor of the Agent or Lender shall constitute a Forbearance Termination Event hereunder. In the event any person, other than the Agent or Lenders, shall at any time exercise for any reason (including by reason of the Third Specified Event of Default, any other present or future default, or otherwise) any of its partrights or remedies against any Obligor or against such Obligor’s properties or assets, and this Agreement constitutes the valid and binding obligation of Financial Intermediary;such event shall constitute a Forbearance Termination Event hereunder. (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their g. Obligors hereby consent to such receiptdirect communication between any of their agents and Lenders and the Lenders’ agents (including counsel and the Advisor) in accordance with applicable laws and regulations; (iv) To without the extent Shares are purchased by Customers through a defined contribution plan subject to Title I further consent of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement Obligors. Obligors agree that they will be disclosed instruct their agents to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed fully cooperate with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage Agent, Xxxxxxx and will carry a fidelity bond covering it their agents and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestadvisors.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives[Reserved.]; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its Its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”") (a “"Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “"fiduciary” " with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “"prohibited transaction” " as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCCNSCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC NSCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC NSCC the standard Networking agreement; (vii) The providing of its Its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best's rating of at least “"A,” " and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents (a) In connection with the Purchase, the Holder hereby represents, warrants, acknowledges and warrants that: agrees as follows as of the date of this agreement and the Closing Date: (i) It the Holder is the sole legal and beneficial owner of the Note; (ii) the Note is free and clear of any liens, charges or encumbrances and at the Closing, the Holder shall convey to the Company good title to the Note free and clear of all liens, charges and encumbrances; (iii) the Holder has sufficient experience in business, financial and investment matters to be able to evaluate the requisite authority risks involved in, and to make an informed investment decision with respect to, the Purchase, and the Holder acknowledges that: (A) the Company makes no representation regarding the value of the Note; and (B) the Holder has independently and without reliance upon the Company made its own analysis and decision to enter into the Purchase on the terms set forth herein; (iv) the Holder has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the Purchase, and the Holder has undertaken an independent evaluation of such merits and risks based on the Holder’s own financial circumstances; (v) the Holder has all legal capacity necessary to enter into this Agreement agreement and to make consummate the payments contemplated hereinPurchase; and (iivi) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants Holder acknowledges and agrees that: that (iA) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance as of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”)date hereof, the arrangements provided for Company is in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it full compliance with and is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) in Default (as such term is defined in Section 3(21) of ERISAthe loan agreement dated June 14, 2013 between the Company and Section 4975 of the Internal Revenue Code of 1986, as amended Holder (the “CodeLoan Agreement”); ) under the Loan Agreement or the Note, and (bB) its receipt neither this agreement nor the Purchase is or will constitute a breach of fees pursuant to this the Loan Agreement or Default under the Loan Agreement or the Note in any respect, including, but not limited to, under Section 4.2 of the Loan Agreement and the provision paragraph 4 of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined Note in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide regards to the other such information or documentation necessary for such party Company’s right to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestprepay the Note.

Representations, Warranties and Covenants. A. JPMDS represents (a) The Purchaser represents, warrants and warrants thatcovenants to the Broker as follows: (i) It has The Purchaser is not, as of the requisite authority date hereof, aware of or in possession of Material Nonpublic Information. (ii) During the term of this Agreement, the Purchaser will not engage, and will not cause others to engage on behalf of the Purchaser, in any transactions (other than (x) purchases of Shares pursuant to this Agreement, or (y) exercises of stock options issued pursuant to the Company's stock option plans; provided that the Purchaser complies with Rule 16b-3 under the 1934 Act in connection with any such exercise and the related securities) involving any security into which the Common Stock is convertible or any other related security or derivative, including, without limitation, corresponding or hedging transactions with respect to the Common Stock. The Purchaser also agrees not to enter into any binding contract with respect to any transactions described in the preceding sentence. (iii) The Purchaser will at all times, in connection with the performance of this Agreement, comply with all applicable laws, including, without limitation, Section 16 of the 1934 Act and the rules and regulations promulgated thereunder. (iv) The Purchaser agrees to provide such additional information and to execute such additional documents or instruments as may be reasonably requested by the Company or the Broker in connection with the performance of this Agreement and to make the payments contemplated herein; andconfirm compliance with applicable law. (iiv) That The Company has approved the payment to Financial Intermediary form of any fees pursuant hereto is authorized under the Shareholder Servicing this Agreement. B. Financial Intermediary (vi) This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights and general principles of equity, and as rights to indemnity hereunder may be limited by applicable law. The Shares are not subject to any liens, security interests or other impediments to transfer, nor is there any litigation, arbitration or other proceeding pending, or to the Purchaser's knowledge threatened, that would prevent or interfere with the purchase of the Shares under this Agreement. (b) The Broker represents, warrants and agrees thatcovenants to the Purchaser as follows: (i) It The Broker has implemented reasonable policies and procedures, taking into consideration the requisite authority nature of the Broker's business, to enter into this Agreement ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or cause any purchase or sale, of any security as to perform which the services contemplated herein;Broker has Material Nonpublic Information, as well as those that prevent such individuals from becoming aware of or in possession of such Material Nonpublic Information. (ii) The execution In connection with all purchases of Shares, the Broker shall deliver to the Purchaser by facsimile or electronic mail, no later than the close of business on the date such transaction is effected, all information necessary (to the extent that the Broker possesses such information) for the Purchaser to make all required Form 4 and delivery of this Agreement and the performance 5 filings, as required by Section 16(a) of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and 1934 Act with regard to purchases made pursuant to this Agreement. (iii) This Agreement constitutes the legal, valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) the Broker enforceable against the Broker in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I general principles of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAequity, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant rights to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event indemnity hereunder may be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued limited by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestapplicable law.

Representations, Warranties and Covenants. A. JPMDS represents (a) ALPS represents, warrants and warrants covenants to the Trust that: (i) It has is a corporation duly organized and existing and in good standing under the laws of the State of Colorado; (ii) All requisite authority corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (iii) It has access to make the payments contemplated hereinnecessary facilities, equipment, and personnel to assist the PFO in the performance of his or her duties and obligations under this Agreement; (iv) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of ALPS, enforceable against ALPS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (v) It shall report to the Board promptly if ALPS learns about PFO malfeasance or in the event the PFO is terminated as an officer by another Trust or terminated by ALPS; (vi) It shall comply with all applicable laws; and (iivii) That the payment to Financial Intermediary It shall maintain policies of any fees pursuant hereto is authorized under the Shareholder Servicing Agreementinsurance reasonable and customary for its business. B. Financial Intermediary (b) The Trust represents, warrants and agrees covenants to ALPS that: (i) It has is a statutory trust duly organized and existing and in good standing under the requisite authority laws of the State of Delaware and is in good standing under the laws of the State of Delaware; (ii) It is empowered under applicable laws and by its Trust Documents to enter into this Agreement and to perform the services contemplated hereinits duties under this Agreement; (iiiii) The execution and delivery of All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (iv) It is an open-end management investment company registered under the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part1940 Act; (v) This Agreement, when executed and this Agreement constitutes the delivered, will constitute a legal, valid and binding obligation of Financial Intermediary; (iii) It currently doesthe Trust, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable against the Trust in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan its terms, subject to Title I bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the Employee Retirement Income Security Act rights and remedies of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, creditors and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Codesecured parties; (vi) That if it plans A registration statement under the Securities Act and the Exchange Act is currently effective and will remain effective and appropriate State securities law filings have been made and will continue to participate in be made with respect the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement;Trust; and (vii) The providing PFO shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the "Policy"), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers ceases to serve as the Trust on substantially the same terms as such coverage is provided for the Trust officers after such persons are no longer officers of its services set forth on Exhibit C hereof will in no event be primarily intended to result the Trust; or (c) continued in the sale event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period no less than six years). The Trust shall provide ALPS with proof of Shares; andcurrent coverage, including a copy of the Policy, and shall notify ALPS immediately should the Policy be cancelled or terminated. (viii) It will maintain comprehensive general liability coverage The PFO, either as “PFO” or “Treasurer”, is a named officer in the Trust’s corporate resolutions and will carry a fidelity bond covering it and each subject to the provisions of the Trust’s Organizational Documents regarding indemnification of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestofficers.

Representations, Warranties and Covenants. A. JPMDS represents Section 12.1 The Shareholder Services Agent represents, warrants, and warrants thatcovenants that the following are true and will remain true throughout the term of this Agreement: (i) It it is a member of NSCC; ii) it is a corporation duly organized and existing in good standing under the laws of its state of organization or incorporation; iii) it has the requisite full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement and to make the payments contemplated hereinAgreement; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not violate or conflict with any governing document or agreements of the services contemplated herein have been duly authorized by all necessary corporate action on its partShareholder Services Agent or any applicable law; and when executed and delivered, and this Agreement constitutes the valid shall constitute a valid, legal and binding obligation of Financial Intermediary; (iii) It currently doesthe Shareholder Services Agent, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable in accordance with applicable laws and regulationsits terms; (iv) To it will deliver to the extent Shares are purchased Company evidence of such authorization as the Company may reasonably require, whether by Customers through way of certified resolution or otherwise; v) the arrangements provided for in this Agreement will be disclosed to each Plan, or its Plan Representative, prior to the provision by the Shareholder Services Agent of any Shareholder Services with respect to such Plan; vi) it will not be a defined contribution plan subject to Title I “fiduciary” of the Plan as such term is defined in Section 3(21) of Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its and the Shareholder Services Agent’s receipt of the fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) described in Article 10 hereof will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; vii) it is either (via) That if it plans to participate a bank as defined in the DTCC’s Mutual Fund Settlement Entry Securities Exchange Act of 1934, as amended (the “1934 Act”); (b) a transfer agent registered pursuant to Section 17 A of the 1934 Act; (c) a broker/dealer registered pursuant to Section 15 of the 1934 Act or (d) is not required to be registered as such under the 1934 Act; viii) it has adequate experience and Registration Verification system resources to perform the services required under this Agreement and the Shareholder Services will be performed by qualified personnel, in accordance with the terms of this Agreement and according to the highest industry standards, and upon written request will provide evidence of the same to the Company and will promptly notify the Company in the event that the Shareholder Services Agent is, for any reason, unable to perform any of its obligations under this Agreement; ix) it has received a copy(ies) of the Portfolios’ current prospectus(es) and will abide by all applicable provisions thereof and of further versions thereof; x) it (i) has implemented policies and procedures that provide reasonable assurance that orders with respect to Class R Shares of the Portfolios are processed in accordance with this Agreement, the Portfolios’ prospectus(es) and Rule 22c-1 of the Investment Company Act of 1940, as amended (the “Fund/SERV1940 Act”), and/or in Networkingand such procedures prevent or detect, Financial Intermediary is on a member timely basis, instances of noncompliance with the procedures for the processing of orders for Class R Shares of the DTCC Portfolios in accordance with this Agreement, the Portfolios’ prospectus(es) and Rule 22c-1 of the 1940 Act, and (ii) will promptly notify the Company if it believes, or otherwise has access to Fund/SERV knowledge that, its policies and procedures are inadequate for the purposes of this Section; xi) it has executed and filed will cooperate with the DTCC Company and the standard Networking agreementPortfolios in providing information as provided in Schedule D hereto and will assist the Company and the Portfolios in preventing possible market timing and other trading activities in violation of the Portfolios’ policies and procedures, including without limitation restricting or prohibiting further purchases or exchanges of Portfolio shares as provided in Schedule D hereto; xii) it shall comply with all applicable federal and state securities, insurance, ERISA and tax laws, rules and regulations applicable to its activities and the provision of services contemplated by this Agreement; xiii) it will not undertake any Shareholder Services with respect to a Plan, nor engage in any transactions with respect to Class R Shares of the Portfolios on behalf of a Plan unless the Shareholder Services Agent has previously entered into a contractual arrangement for the provisions of record keeping or other services with such Plan; xiv) it is not the investment advisor to any Plan with respect to which it is providing Shareholder Services hereunder; xv) it will only process transactions with respect to Class R Shares of the Portfolios based upon instructions received from a Plan, a Plan Administrator or a Beneficiary (viiin accordance with each Plan’s documents); and xvi) The providing of its services set forth on Exhibit C hereof will in no event be it shall (i) not use any compensation paid by the Company pursuant to this Agreement to finance any activity that is primarily intended to result in the sale of SharesClass R Shares of the Portfolios within the meaning of Rule 12b-1 under the 1940 Act and (ii) shall annually certify to the Company’s Chief Compliance Officer that it has complied with this requirement. xvii) it shall allow the Company or a third party designated by the Company to, upon 10 business days’ prior notice, visit its locations and/or request documentation to audit its processes, procedures and service levels. xviii) to the extent applicable, it has adopted an Anti-Money Laundering Compliance Program (the “Program”) reasonably designed to meet the requirements of the USA PATRIOT Act, including without limitation, suspicious activity monitoring procedures, procedures to comply with Treasury’s Office of Foreign Asset Control rules prohibiting transactions with certain foreign countries or their nationals, a customer identification program, and an employee training program, is in material compliance with its Program and shall promptly notify Dimensional if there has been a material violation thereof. Section 12.2 Each Company represents, warrants and covenants that the following are true and will remain true throughout the term of this Agreement: i) DFAS is a member of NSCC; ii) it is a corporation duly organized and existing and in good standing under the laws of the State of Maryland; iii) it is an investment company registered under the 1940 Act; iv) it is authorized to enter into and perform this Agreement and the performance of the Company’s obligations hereunder does not and will not violate or conflict with any governing documents or agreements to which the Company is a party or any applicable law; v) the Company, on behalf of the Portfolios, will deliver to the Shareholder Services Agent evidence of such authorization as the Shareholder Services Agent may reasonably require, whether by way of certified resolution or otherwise; and (viiivi) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering neither it and each nor the Portfolios shall, without written consent of the Shareholder Services Agent, make representations concerning the Shareholder Services Agent or its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestaffiliates.

Representations, Warranties and Covenants. A. JPMDS represents Participant represents, warrants, and warrants covenants that: (i1) It Participant is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized and is authorized to do business in Texas; (2) Participant has the requisite full power and authority to enter into this Agreement and perform all obligations, representations, warranties and covenants under this Agreement; (3) Participant’s past, present and future agreements or Participant’s organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to make which Participant is a party or by which its assets or properties are bound do not materially affect performance of Participant’s obligations under this Agreement; (4) Market Participant’s execution, delivery and performance of this Agreement by Participant have been duly authorized by all requisite action of its governing body; (5) Except as set out in an exhibit (if any) to this Agreement, ERCOT has not, within the payments contemplated hereintwenty-four (24) months preceding the Effective Date, terminated for Default any Prior Agreement with Participant, any company of which Participant is a successor in interest, or any Affiliate of Participant; (6) If any Defaults are disclosed on any such exhibit mentioned in subsection 4(A)(5), either (a) ERCOT has been paid, before execution of this Agreement, all sums due to it in relation to such Prior Agreement, or (b) ERCOT, in its reasonable judgment, has determined that this Agreement is necessary for system reliability and Participant has made alternate arrangements satisfactory to ERCOT for the resolution of the Default under the Prior Agreement; (7) Participant has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and other authorizations and has taken, or will take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations except licenses, registrations, certifications, permits or other authorizations that do not materially affect performance under this Agreement; (8) Participant is not in violation of any laws, ordinances, or governmental rules, regulations or order of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (9) Participant is not Bankrupt, does not contemplate becoming Bankrupt nor, to its knowledge, will become Bankrupt; (10) Participant acknowledges that it has received and is familiar with the ERCOT Protocols; and (ii11) That Participant acknowledges and affirms that the payment to Financial Intermediary foregoing representations, warranties and covenants are continuing in nature throughout the term of any fees pursuant hereto is authorized this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Participant’s performance of its obligations under the Shareholder Servicing this Agreement. B. Financial Intermediary ERCOT represents, warrants and agrees covenants that: (i1) It ERCOT is the Independent Organization certified under PURA §39.151 for the ERCOT Region; (2) ERCOT is duly organized, validly existing and in good standing under the laws of Texas, and is authorized to do business in Texas; (3) ERCOT has the requisite full power and authority to enter into this Agreement and to perform the services contemplated hereinall of ERCOT’s obligations, representations, warranties and covenants under this Agreement; (ii4) ERCOT's past, present and future agreements or ERCOT's organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to which ERCOT is a party or by which its assets or properties are bound do not materially affect performance of ERCOT's obligations under this Agreement; (5) The execution execution, delivery and delivery performance of this Agreement and the performance of the services contemplated herein by ERCOT have been duly authorized by all necessary corporate requisite action on of its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediarygoverning body; (iii6) It currently doesERCOT has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and willother authorizations and has taken, conduct its activities hereunder in material conformity with or will take prior to beginning performance under this Agreement, all actions required by applicable federal, state and industry laws or governmental regulations and will disclose its receipt of fees hereunder to Customers (andexcept licenses, if requiredregistrations, will obtain their consent to such receipt) in accordance with applicable laws and regulationscertifications, permits or other authorizations that do not materially affect performance under this Agreement; (iv7) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I ERCOT is not in violation of the Employee Retirement Income Security Act any laws, ordinances, or governmental rules, regulations or order of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in any Governmental Authority or arbitration board materially affecting performance of this Agreement will be disclosed and to the Plan(s) through their representativeswhich it is subject; (v) Either (a) it 8) ERCOT is not a “fiduciary” with respect Bankrupt, does not contemplate becoming Bankrupt nor, to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAits knowledge, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharesbecome Bankrupt; and (viii9) It will maintain comprehensive general liability coverage ERCOT acknowledges and will carry affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the term of this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a fidelity bond covering it and each materially adverse effect on ERCOT's performance of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate obligations under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis Agreement.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations;fees (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”“), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCCNSCC’s Mutual Fund Settlement Entry and Registration Verification system (“”Fund/SERV”“), and/or in Networking, Financial Intermediary is a member of the DTCC NSCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC NSCC the standard Networking agreement; (vii) The providing of its Its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents First American Bank represents, warrants, and warrants covenants that: (ia) It it has full power and authority under applicable law, the requisite authority governing Plan documents and from the appropriate Plan Representative(s), and has taken all action necessary, to enter into and perform its obligations and duties under this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agency Trading Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity; this Agency Trading Agreement constitutes the its legal, valid and binding obligation and is enforceable against it in accordance with its terms; no consent or authorization of, filing with or other act by or in respect of Financial Intermediaryany governmental authority, is required in connection with the execution, delivery, performances, validity or enforceability of this Agency Trading Agreement; (iiib) It currently doesit will timely disclose to Plan Representatives or Plan Participants, as the case may be, the arrangement provided for in this Agency Trading Agreement; (c) it or an affiliate is registered as a transfer agent pursuant to Section 17A of the Securities and willExchange Act of 1934, conduct its activities hereunder as amended (the "1934 Act") (d) all purchases, redemptions and exchanges orders and instructions received by it on any Business Day and transmitted to the Fund Company for processing pursuant to this Agency Trading Agreement will have been received prior to the Close of Trading on such Business Day; (e) all purchases, exchanges and redemptions of Fund shares contemplated by this Agency Trading Agreement shall be effected in material conformity accordance with each Fund's then current prospectus; (f) it will comply with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable Federal laws and regulationswith the rules and regulations of authorized regulatory agencies thereunder; (ivg) To the extent Shares are purchased receipt of any fees by Customers through First American Bank directly or indirectly relating to the purchase, exchange or redemption of the Funds has been reviewed by legal counsel to First American Bank and will not constitute a "prohibited transaction" as such term is defined contribution plan subject to Title I in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISAamended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); amended, for which an exemption is not available, and is not otherwise prohibited by any other applicable law, governing instrument or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Sharescourt order; and (viiih) It it will maintain comprehensive general liability coverage and will carry a fidelity bond covering promptly notify the Fund Company in the event that it and each is unable, for any reason, to perform any of its employees duties or obligations under this Agency Trading Agreement or there is a material failure to comply with the representation made herein above. The Fund Parties represent, warrant, and authorized agents with limits of covenant as to itself only and not less than those considered commercially reasonable jointly that: (a) it has full power and appropriate authority under current industry practicesapplicable law, each issued and has taken all action necessary, to enter into and perform its duties and obligations under this Agency Trading Agreement and that by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, doing so it will furnish no breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity; (b) all purchases, exchanges and redemptions of Fund shares contemplated by this Agency Trading Agreement shall be effected in accordance with each Fund's then current prospectus. (c) it will comply with all applicable state and Federal laws and with the rules and regulations of authorized regulatory agencies thereunder; and (d) it will promptly notify First American Bank in the event that it is unable, for any reason, to perform any of its duties or obligations under this Agency Trading Agreement or there is a certificate material failure to comply with in the representations made herein above. The Fund Company represents, warrants and covenants as to itself only that the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation 1933, as either party may reasonably request.amended;

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently doesis, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCCNSCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC NSCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC NSCC the standard Networking agreement; (vii) The providing of its Its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company Best’s rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.

Representations, Warranties and Covenants. A. JPMDS represents The following representations, warranties and covenants are in addition to those made elsewhere in this Agreement. (a) Each party hereto hereby represents, warrants and covenants, as applicable, to the other party that: (i) It it will comply with all laws, rules and regulations of governmental authorities and regulatory agencies applicable to it by virtue of entering into and performing this Agreement; (ii) the execution, performance and delivery of this Agreement by it will not violate any of its contractual obligations or any applicable laws, rules and regulations of governmental authorities and regulatory agencies; (iii) it has the requisite full power and authority under applicable law, and has taken all necessary actions, to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorized and empowered to make the payments contemplated hereinexecute and deliver this Agreement; and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iiiv) That the payment to Financial Intermediary no consent or authorization of, filing with, or other act by or in respect of any fees pursuant hereto governmental authority is authorized under required in connection with the Shareholder Servicing execution, delivery, performance, validity or enforceability of this Agreement.. NY 73835079v2 B. Financial Intermediary represents(b) We hereby represent, warrants warrant and agrees covenant to you, as applicable, that: (i) It has we will not be a "fiduciary" with respect to the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery performance of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partfor any Plan, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iiias such term is defined in Section 3(21) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) (a “Plan”"), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “"Code”"); or ; (bii) its our receipt of fees pursuant to this Agreement under and the provision performance of the services contemplated herein to any Plan(s) specified in this Agreement will not constitute a non-exempt “"prohibited transaction” " as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viiiiii) It will maintain comprehensive general liability coverage the services which we agree to render under this Agreement are not services for which we or Insurance Company deduct fees and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate charges under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees the Contracts or for which we are paid compensation pursuant to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestanother arrangement.

Representations, Warranties and Covenants. A. JPMDS represents The representations and warrants that: warranties of Seller set forth in Article 3 shall be true and correct in all material respects as of the Closing Date as though made on and as of that time (iunless by its express terms or reasonable interpretation the representation and warranty is made as of a time specific), and Seller shall have performed its covenants hereunder in all material respects to the extent such were to be performed prior to Closing and Buyer shall have received a certificate signed by the Chief Executive Officer or President of Seller to both such effects; provided, however, that the condition set forth in this Section 7.02(a) It has shall be deemed to be satisfied even if one or more of such representations and warranties are not true and correct or covenants have been breached, so long as the requisite authority failure of such representations, warranties or covenants (in the aggregate) do not result in Adverse Consequences that exceed fifteen percent (15%) of the Purchase Price set forth in Section 2.01(b) (unadjusted pursuant to enter into this Agreement and to make the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery other provisions of this Agreement Agreement). For purposes of this Section 7.02(a) only, Adverse Consequences shall include from first dollar Defect Amounts determined as provided in Section 6.01(c) and the performance (d), of the services contemplated herein have Title Defects and breaches of Section 3.25 with respect to which notice has been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) given in accordance with applicable laws and regulations; Section 6.01(b) or Section 6.02(b) on or before five (iv5) To the extent Shares are purchased by Customers through a defined contribution plan subject business days prior to Title I Closing. For purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”this Section 7.02(a), the arrangements provided for in this Agreement will Transaction Deductible and Defect Threshold shall be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision ignored. Asserted Title Defects and Defect Amounts and asserted breaches of the services contemplated herein to any Plan(s) as such term is defined representation and warranty in Section 3(21) of ERISA, 3.25 and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant other asserted breaches shall be subject to this Agreement Seller's objections and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined factors listed in Section 406 of ERISA 6.01(c) and (d) or Section 4975 of 11.02(b)(v) and shall not be included if Seller agrees either to cure the Code; (vi) That if it plans to participate defect, exclude the relevant property or indemnify Buyer in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed accordance with the DTCC the standard Networking agreement; (vii) The providing applicable provisions of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestthis Agreement.

Representations, Warranties and Covenants. A. JPMDS 11.1 BNY Mellon (a) BNY Mellon represents and warrants that: : (ia) It it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement. (b) BNY Mellon represents and warrants that it is conducting its business in material compliance with laws applicable to the services hereunder, and has obtained regulatory licenses, approvals and consents necessary to provide the services contemplated herein. (c) BNY Mellon represents and warrants that the Agreement has been duly authorized, executed and delivered by BNY Mellon and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement. 11.2 Customer (a) Customer represents and warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and to make (iii) the payments contemplated herein; and (ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It individual executing this Agreement on its behalf has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant bind Customer to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestAgreement.

Representations, Warranties and Covenants. A. JPMDS represents and warrants that: (ia) It has To induce the requisite authority undersigned Lenders to enter into this Agreement, the Credit Parties hereby warrant, represent and covenant to and with to the Lenders and the Administrative Agent that: (a) this Agreement has been duly authorized, executed and delivered by the Credit Parties; (b) this Agreement and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Credit Parties, enforceable in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, or by general principles of equity; (c) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing as of this date; (d) no approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the payments execution, delivery or performance by the Credit Parties of this Agreement or the Credit Agreement or any other Loan Document as amended hereby; and (e) after giving effect to this Agreement, the Third Amendment (as defined below) and the Consent dated March 15, 2011 by and among the parties hereto, all of the representations and warranties made by the Credit Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Agreement (except to the extent that any such representations or warranties expressly referred to a specific prior date and except for changes therein expressly permitted or expressly contemplated herein; and (ii) That by the payment to Financial Intermediary Credit Agreement or the other Loan Documents). Any breach in any material respect by the Credit Parties of any fees pursuant hereto is authorized of its representations, warranties and covenants contained in this Section 7 shall be an immediate Event of Default under the Shareholder Servicing Credit Agreement. B. Financial Intermediary represents, warrants and agrees that: (ib) It has To induce the requisite authority undersigned Lenders to enter into this Agreement Agreement, the Credit Parties hereby covenant that as soon as practicable, but in any event no later than June 30, 2011 (or such later date as agreed to by the Collateral Agent in its reasonable discretion), the Collateral Agent shall have received a duly executed and effective amendment reflecting the increase in the Maximum Revolver Amount contemplated by this Agreement, in form and substance satisfactory to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance Collateral Agent, with respect to each Mortgage existing as of the services contemplated herein Effective Date, together with evidence, reasonably satisfactory to the Collateral Agent, that all recording or filing charges, taxes, fees and expenses due in connection with the recordation and filing of each such Mortgage amendment thereto have been duly authorized paid by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (Credit Parties and, if requiredrequested by the Collateral Agent, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” legal opinions with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestamendments.

Representations, Warranties and Covenants. A. JPMDS represents 8.1. APM represents, warrants and warrants thatcovenants, to the Client as under: (i) 8.1.1. It is a company duly organized, validly existing and in good standing under the Applicable Regulations. 8.1.2. In the performance of its Services under this Agreement, it undertakes to provide the Services on a timely and best effort basis, ensuring transparency and proactive information towards the Client and with due-exercise of prudent judgment, due care and diligence which can be commonly expected from a professional service provider in the same industry. 8.1.3. It has the requisite legal right, power and authority to enter into this Agreement, and shall deliver and perform its obligations under this Agreement. 8.1.4. It has obtained consents, applicable licences, authorizations, and permissions as may be required for the purpose of executing this Agreement and performing its obligations hereunder. 8.1.5. It has registered itself with the FSRA and has the capital adequacy prescribed for a body corporate under the Applicable Regulations. 8.1.6. It represents that its directors, principal officers and persons associated with the Services are fit and proper persons based on the criteria as specified in the Applicable Regulations and they will continue to satisfy the fit and proper criteria as stipulated under Applicable Regulations during the term of this Agreement. 8.1.7. It shall endeavour to obtain the necessary renewals of necessary certificate(s) from the FSRA for uninterrupted delivery of services. 8.1.8. That there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending against APM which may prejudicially affect the due performance or enforceability of this Agreement or any obligation, act, omission or transaction contemplated hereunder. 8.1.9. That it shall not manage funds, assets, securities and/or investment products on behalf of the Client and APM shall only receive such sums of monies from the Client as are necessary to discharge the Client’s liability towards Fees owed to APM. 8.1.10. That it does not warrant as to the performance or profitability of the investments or any part of it or as to the achievement of any specific or general results in respect of the investments made by the Client pursuant to the investment services provided to the Client under this Agreement. 8.1.11. That it hereby agrees to keep an arm’s length distance between its activities as matched principal and its other activities throughout the term of this Agreement. 8.1.12. That it shall ensure to take all consents and permissions from the Client prior to undertaking any actions in relation to the Transaction. 8.1.13. That it will clearly disclose the general nature and/or sources of conflicts of interest to the Client before undertaking business for the Client. 8.2. The Client represents, warrants, declares and undertakes to APM as under: 8.2.1. That it has full power, legal capacity and authority to execute, deliver and perform this Agreement and has taken all necessary permissions, objections, consents (corporate, statutory, contractual or otherwise) etc. to authorise the execution, delivery and performance of this Agreement in accordance with its terms, to open, maintain and/or continue to maintain the Investments/portfolio, to utilize the Services to enter into the Transactions and/or financial products and to give APM any Instructions that may be given from time to time; 8.2.2. That it agrees that this Agreement has been duly executed and it is a valid and binding agreement. 8.2.3. That it understands that he/she/it is not under any obligation or compulsion to invest in specific securities and/or investment products and the Client may invest in such securities and/or investment products at their own discretion. The Client shall be solely responsible for making his/her/its own independent investigation, understanding and appraising and making a decision on all financial products before dealing in them. 8.2.4. That it represents that he/she/it has sufficient knowledge and experience so as to be able to evaluate the merits and risks of utilizing the Services contemplated under this Agreement and the Client has independently made the decision to avail such Services based upon the Client’s own judgment or upon professional (including legal and tax) advice obtained independently of APM 8.2.5. That all Client Information provided to APM is true and accurate and not misleading in any way and APM is entitled to rely on such Information. The Client further agrees that the Information given to APM for arriving at the risk profile of the Client is true and accurate. The Client agrees to promptly inform APM in writing in case of any changes in the Information / documents provided to APM during the term of this Agreement. APM shall not be liable for any Loss suffered by the Client which arises due to the Client’s failure to update APM as contemplated hereunder. 8.2.6. That the Client acknowledges that all Client Information provided constitutes representations of the Client. 8.2.7. That the Client hereby confirms and agrees that the Client shall provide any and all Information and documents, as may be required by APM at its sole discretion, from time to time for satisfying KYC and other requirements under the Applicable Regulations. 8.2.8. That the Client hereby confirms that there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgements or decrees of any nature made, existing, threatened, anticipated or pending against the Client which may prejudicially affect the due performance or enforceability of this Agreement or any obligation, act, omission or transaction contemplated hereunder. 8.2.9. That the Client acknowledges receipt of this Agreement, has read this Agreement, and acknowledges the risks associated, whether set out in this Agreement or not, and shall not hold APM and/or any person appointed by it, responsible for the same. 8.2.10. That the Client is aware that APM records conversations between the Client and/or the Client’s representative and APM or APM’s representatives, over the telephone, and hereby specifically permits APM to do so. Such recordings may be relied upon by APM as and when required. 8.2.11. That the Client understands that it is the Client’s sole responsibility to obtain regulatory approvals and make requisite disclosures under the payments contemplated hereinApplicable Regulations in relation to any investment made, including without limitation, filings with and disclosures to FSRA or any other regulatory authority or fulfilling any KYC requirements as may be required from time to time. 8.2.12. That when the Client instructs APM to enter into an Execution-only Transaction, the only role of APM in relation to that Execution-only Transaction will be to pass on the Client’s Instructions to the relevant Issuer and/or service provider for action and APM shall have no other obligations or responsibilities to the Client, in particular: a. APM will not have any duty to advise the Client in respect of either that Execution-only Transaction or any subsequent sale or potential sale of any asset acquired under that Execution-only Transactions; and (ii) That b. The Client is responsible for conducting a Suitability Assessment on the payment suitability of the Execution-only Transaction in the context of the Client’s investment objectives and tax planning. c. In addition to Financial Intermediary of the representations, warranties and covenants provided in clause 8, the Client warrant and undertake that there is no pending or, to the Client’s knowledge, threatened against the Client any fees pursuant hereto action, suit or proceeding at law or in equity or before any court, tribunal, government body, agency or official or any arbitrator that is authorized likely to affect the Client’s ability to perform the Client’s obligations under the Shareholder Servicing this Agreement. B. Financial Intermediary represents8.2.13. That the Client is aware of, warrants and understands the, Applicable Regulations relating to Market Abuse. It acknowledges and agrees that APM may monitor his/her Orders, and that APM has a legal obligation to report to the relevant authorities, and to supply information to them about the Client’s trades. 8.2.14. That each time the Client instructs APM to place an Order or open and close a trade, it is deemed that: a. The Client is acting in compliance with all applicable legislation, regulations and guidance concerning anti-money laundering; and b. the funds that APM receives from the Client does not represent the proceeds of criminal or terrorist activity or any activity of a similar nature. 8.2.15. That APM may cease to act on behalf of the Client, without explanation in certain circumstances. The Client agrees that APM will have no liability to the Client in respect of any liabilities to the extent that they arise out of, or in connection with, APM’s compliance in good faith with the requirements of the Applicable Regulations on anti-money laundering 8.2.16. That this Agreement, each Transaction and the obligations created under them both are binding upon the Client and enforceable against the Client in accordance with their terms (isubject to applicable principles of equity) It has and do not and will not violate the requisite authority to enter terms of any regulation, order, charge or agreement by which the Client is bound; 8.2.17. the Client acts as a principal and sole beneficial owner in entering into this Agreement and to perform the services contemplated hereineach Transaction; (ii) 8.2.18. that the Client is willing and financially able to sustain a total loss of funds resulting from the trades executed and that the System is a suitable investment vehicle for the Client; and 8.2.19. that except as otherwise agreed by APM, the Client is the sole beneficial owner of all the Margin amount being transferred under this Agreement, free and clear of any security interest whatsoever other than a lien routinely imposed on all securities in a clearing system in which such securities may be held or imposed by a third party custodian, or other similar institution. 8.3. The execution Client covenants to APM that: 8.3.1. He/she will at all times obtain and delivery of comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations referred to in this Agreement Agreement; 8.3.2. He/she is/are willing and the performance able, upon request, to provide APM with information in respect of the services contemplated herein have been duly authorized by all necessary corporate action on its partClient’s financial position, and this Agreement constitutes the valid and binding obligation of Financial Intermediarydomicile or other matters; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and 8.3.3. He/she will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I promptly notify APM of the Employee Retirement Income Security Act occurrence of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” any Event of Default or of any event that may become an Event of Default with respect to the provision of the services contemplated herein to Client’s self or any Plan(sCredit Support Provider; 8.3.4. He/she will (i) as such term is defined comply with all Applicable Regulations in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant relation to this Agreement and any Transaction, so far as they are applicable to the provision Client; and (ii) will support APM to comply with all Applicable Regulations in relation to this Agreement and each Transaction, where such Applicable Regulations do not apply to the Client but the Client’s cooperation is needed to help APM comply with APM obligations; 8.3.5. He/she will not send orders or otherwise take any action that could create a false impression of the services contemplated herein demand or value for a security or financial instrument or send orders which the Client have reason to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined believe are in Section 406 breach of ERISA and Section 4975 Applicable Regulations. The Client shall observe the standard of the Code; (vi) That if it plans to participate behaviour reasonably expected of persons in the DTCCClient’s Mutual Fund Settlement Entry position and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access not take any step which would cause APM to Fund/SERV and it has executed and filed with the DTCC fail to observe the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will behaviour reasonably expected of persons in no event be primarily intended to result in the sale of SharesAPM position; and (viii) It 8.3.6. He/she will maintain comprehensive general liability coverage have in place adequate controls and will carry a fidelity bond covering it and each of its employees and authorized agents procedures to ensure that all trading undertaken by him/her complies with limits of all Applicable Regulations, including but not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably request.limited to

Representations, Warranties and Covenants. A. JPMDS represents (a) In connection with this transaction, the Holder hereby represents, warrants, acknowledges and warrants thatagrees as follows: (i1) It has The Holder is the requisite authority sole legal and beneficial owner of the Bonds and the Bonds being transferred hereunder are free and clear of any liens, charges or encumbrances and upon completion of the Exchange, Holder will convey to enter into this Agreement the Company good title to the Bonds free and to make the payments contemplated herein; andclear of all liens, charges and encumbrances. (ii2) That Neither the payment Holder nor anyone acting on Xxxxxx’s behalf has received any commission or remuneration directly or indirectly in connection with or in order to Financial Intermediary of any fees pursuant hereto is authorized under solicit or facilitate the Shareholder Servicing AgreementExchange. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii3) The execution and delivery Holder acknowledges that the transaction contemplated hereby is intended to be exempt from registration by virtue of this Agreement and the performance Section 3(a)(9) of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 19861933, as amended (the “CodeSecurities Act”); . The Holder knows of no reason why such exemption is not available. (4) The Holder has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in, and to make an informed investment decision with respect to, the Exchange and receipt of the Exchange Consideration and the Holder acknowledges that the Company makes no representation regarding the value of the Bonds or the Exchange Consideration. (5) The Holder has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the transaction contemplated. (6) Holder represents that (i) it has all of the power and authority necessary to enter into this transaction and to consummate the transaction contemplated hereunder, (ii) it has taken all action as may be necessary to authorize the execution and delivery of this agreement and the consummation of the transaction contemplated by this agreement and the performance of its obligations hereunder, (iii) this agreement is an obligation enforceable in accordance with its terms, and (iv) neither the execution and delivery hereof or the performance of its obligations hereunder will violate or contravene any applicable requirements of law or any of its governing documents or material agreements. (7) Holder covenants that, unless otherwise required by law or if otherwise publicly disclosed by the Company, it will keep the terms of this agreement confidential and shall not disclose such terms to any other party (other than its investment manager, and the owners, employees, agents, representatives and advisors, including, attorneys, accountants and consultants of the Holder and its investment manager (together, the “Representatives”), provided that such Representatives shall be advised of the confidentiality obligations hereunder and Holder shall be responsible for any breach of the terms hereof by the Representatives). (8) Holder represents that it does not currently hold and will not hold after giving effect to this transaction in excess of 4.99% of the Common Stock of the Company based on 29,810,254 shares of Common Stock outstanding as of January 31, 2007. (b) its receipt In connection with this transaction, the Company hereby represents, warrants, acknowledges and agrees as follows: (1) Any Shares of fees pursuant Common Stock issued as part of the Exchange Consideration will not be “restricted securities” within the meaning of the Securities Act and will be freely transferable by the Holder. The certificate(s) representing such shares will not bear a restrictive legend under the Securities Act. (2) The Company acknowledges that the transaction contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). The Company knows of no reason why such exemption is not available. (3) The Company represents that (i) it is a corporation duly organized and validly existing under the laws of the State of Delaware, (ii) it has all of the corporate power and authority necessary to enter into this Agreement transaction and to consummate the transaction contemplated hereunder, (iii) it has taken all corporate action as may be necessary to authorize the execution and delivery of this agreement and the provision consummation of the services transaction contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA by this agreement and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing performance of its services set forth on Exhibit C obligations hereunder, (iv) this agreement is an obligation enforceable in accordance with its terms, and (v) neither the execution and delivery hereof will in no event be primarily intended to result in or the sale performance of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information will violate or documentation as either party may reasonably requestcontravene any applicable requirements of law or any of its charter, by-laws or material agreements.

Representations, Warranties and Covenants. A. JPMDS (a) Each Party hereby represents, warrants and covenants to the other that: (i) it has and will have full right, power and authority to enter into and perform this Agreement and all of the transactions contemplated by this Agreement; (ii) no consent, approval, permit or order of any governmental authority or other entity is required in connection with the execution, delivery and performance of this Agreement by such Party; and (iii) it will comply with all applicable laws and regulations in the provision of the Bitsight Services and the use and access of the Bitsight Services, respectively. (b) Customer further represents, warrants and covenants that: (i) it shall not intentionally provide account or other information (such as Annotations defined in Section 7.4) to Bitsight that it knows are or would be inaccurate in any material respect, and it will make reasonable efforts to keep such information accurate during the Term; and (ii) it has all necessary consents and permissions to provide any information it uploads in the Bitsight Services or otherwise supplies to Bitsight in connection with the Bitsight Services. (c) Bitsight further represents and warrants that: : (i) It it has and will take reasonable steps and measures to prevent viruses or other malicious code from infiltrating the requisite authority to enter into this Agreement Bitsight Services; and to make the payments contemplated herein; and (ii) That the payment Bitsight Services shall substantially conform to Financial Intermediary of Bitsight’s Documentation during the Term. “Documentation” means any fees pursuant hereto is authorized under published information regarding the Shareholder Servicing Agreement. B. Financial Intermediary representsBitsight Services that Bitsight makes generally available to its customers, warrants excluding sales and agrees that: (i) It has marketing materials. In the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partevent that Bitsight breaches Section 3.1(c)(ii), and this Agreement constitutes the valid and binding obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974then Bitsight shall, as amended Customer’s sole remedy, either: (“ERISA”1) (a “Plan”), replace or modify the arrangements provided for in this Agreement will be disclosed to Bitsight Services so that they meet the Plan(s) through their representatives; (v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)standards set forth herein; or (b2) its receipt of terminate Customer’s right to use the Bitsight Services and/or terminate this Agreement, in whole or in part, as appropriate, upon written notice to Customer and refund Customer (or authorized partner or reseller if the initial payment was made by such partner or reseller) any prepaid but unearned fees pursuant on a pro rata basis attributable to this Agreement and the provision remainder of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of Customer’s subscription for the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information or documentation as either party may reasonably requestapplicable Bitsight Services.

Representations, Warranties and Covenants. A. JPMDS represents (a) In connection with this transaction, Representative and warrants thatHolders hereby represent, warrant, acknowledge and agree as follows: (1) The Holders are the sole legal and beneficial owner of the Notes and the Notes being transferred hereunder are free and clear of any liens, charges or encumbrances and upon completion of the Exchange, Holders will convey to the Company good title to the Notes free and clear of all liens, charges and encumbrances. (2) Representative and Holders approached the Company and initiated negotiations with the Company regarding the exchange of Notes for Common Stock as described above. Neither the Company nor anyone acting on the Company's behalf approached the Holders regarding this transaction. (3) Neither the Representative, Holders nor anyone acting on their behalf has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. (4) The Representative and the Holders agree to not sell shares from the date hereof through the Settlement Date at price below $4.85 per share. (5) The Holders and Representative acknowledge that the transaction contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). The Representative and Holders know of no reason why such exemption is not available. (6) Representative and Holders have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Exchange Shares and to make an informed investment decision with respect to such acquisition and the Exchange, and the Representative and Holders acknowledge that the Company makes no representation regarding the value of the Notes or the Exchange Shares. (7) Representative and Holders have had such opportunity as they have deemed adequate to obtain from representatives of the Company such information as is necessary to permit Representative and Holders to evaluate the merits and risks of the transaction contemplated hereby and acknowledges that it, among other things, has received or reviewed copies of the Company's Annual Report on Form 10-K for the year ended 2006 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. Representative and Holders acknowledge that the Company has in its possession (i) It non-public information concerning the Company's business, operations and prospects, including preliminary financial results for the 2007 fourth quarter and full 2007 fiscal year, and (ii) non-public information specifically relating to the Notes and the Common Stock, which if known publicly could materially affect the market price of the Notes and the Common Stock (collectively, the "Excluded Information"), which may be positive or negative, which information has not been communicated, directly or indirectly, by the requisite Company to Representative or the Holders. The Company has offered to disclose the Excluded Information to Representative and Holders prior to the execution of this Agreement, but the Representative has advised the Company that neither the Representative nor Holders wants to receive the Excluded Information. (8) Representative and Holders hereby irrevocably and unconditionally waive and release the Company, and their respective officers, directors, employees, agents and affiliates (the "Releasees") from all claims that they might have whether under applicable securities laws or otherwise, based on the Company's possession, or non-disclosure to Representative and Holders of the Excluded Information or any other material non-public information concerning the Company and neither the Representative nor Holders, or any of their respective affiliates shall sue or assert or maintain, any claim, suit or other proceeding, regarding any claim, known or unknown, which Representative or the Holders or their respective affiliates may now or in the future have against the Releasees based upon or relating to the Excluded Information; and Representative and the Holders agree to indemnify and hold each Releasee harmless from any and all damages, including but not limited to attorney's fees, that result from any breach of the foregoing. Representative and Holders further confirms that it understands the significance of the foregoing waiver and release. (9) Representative and Holders acknowledge that they have been advised by the Company that the Company is considering various strategies as part of its ongoing efforts to improve its financial position including the possible restructuring of its existing debt (including the Notes). Representative and Holders have been further advised that any possible debt restructuring (i) may include the issuance of new secured and unsecured debt or equity securities by the Company or its subsidiaries for cash or in exchange for some or all of its outstanding debt, cash tender offers for some or all of its outstanding debt, or any combination of the foregoing, and other debt restructuring transactions involving the Notes, (ii) may occur at any time following the date hereof, and (iii) may be on terms materially more favorable and provide materially greater value to holders of Notes than Holders will receive in the Exchange contemplated hereby. Representative and Holders hereby release the Company and its affiliates from any and all claims arising out of or relating to the Notes and the Exchange contemplated hereby, including any claims arising out of or relating to any debt restructuring transaction the Company may engage in subsequent to the Exchange. (10) Representative represents that (i) it is a Delaware limited liability company (ii) it has all of the power and authority necessary to enter into this Agreement transaction and to make consummate the payments transaction contemplated herein; and hereunder, (iiiii) That it has taken all action as may be necessary to authorize the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement. B. Financial Intermediary represents, warrants and agrees that: (i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein; (ii) The execution and delivery of this Agreement agreement and the consummation of the transaction contemplated by this agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its partobligations hereunder, and (iv) this Agreement constitutes the valid and binding agreement is an obligation of Financial Intermediary; (iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) enforceable in accordance with applicable laws its terms, and regulations; (iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives; (v) Either neither the execution and delivery hereof or the performance of its obligations hereunder will violate or contravene any applicable requirements of law or any of its governing documents or material agreements. (a11) it is Holders do not a “fiduciary” with respect to the provision hold in excess of 4.99% of the services Common Stock of the Company. (12) Holders and Representative warrant and affirm that Representative has full discretionary authority to act on behalf of Holders, including without limitation in connection with the execution, warranties and performance contemplated herein hereunder. (b) In connection with this transaction, the Company hereby represents, warrants, acknowledges and agrees as follows: (1) The Exchange Shares will not be "restricted securities" within the meaning of the Securities Act and will be freely transferable by the Holders. The certificate(s) representing the Exchange Shares will not bear a restrictive legend under the Securities Act. (2) The Company acknowledges that the transaction contemplated hereby is intended to any Plan(s) as such term is defined in be exempt from registration by virtue of Section 3(213(a)(9) of ERISA, and Section 4975 the Securities Act of the Internal Revenue Code of 19861933, as amended (the “Code”"Securities Act"); or . The Company knows of no reason why such exemption is not available. (b3) its receipt The Company represents that (i) it is a corporation duly organized and validly existing under the laws of fees pursuant the State of Florida, (ii) it has all of the corporate power and authority necessary to enter into this Agreement transaction and to consummate the transaction contemplated hereunder, (iii) it has taken all corporate action as may be necessary to authorize the execution and delivery of this agreement and the provision consummation of the services transaction contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA by this agreement and Section 4975 of the Code; (vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement; (vii) The providing performance of its services set forth on Exhibit C obligations hereunder, (iv) this agreement is an obligation enforceable in accordance with its terms, and (v) neither the execution and delivery hereof will in no event be primarily intended to result in or the sale performance of Shares; and (viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate under current industry practices, each issued by a qualified insurance carrier with a Financial Strength Rating from A.M. Best Company rating of at least “A,” and, upon JPMDS’ request, it will furnish a certificate of insurance evidencing such coverage. Each party hereto agrees to provide to the other such information or documentation necessary for such party to fulfill its obligations hereunder and such other information will violate or documentation as either party may reasonably requestcontravene any applicable requirements of law or any of its charter, by-laws or material agreements.