Common use of Unit Agent Clause in Contracts

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which Holdings and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdings, and the Unit Agent assumes no responsibility for the correctness of any of the same. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings to comply with any of the covenants in this Agreement, Unit Certificates or the Certificate of Designations. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdings) and the Unit Agent shall incur no liability or responsibility to Holdings or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. (d) The Unit Agent shall incur no liability or responsibility to Holdings or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by the Unit Agent to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all losses, liabilities and expenses of any nature whatsoever, including, without limitation, judgments, costs and counsel fees and actual expenses, for any action taken or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or bad faith or willful misconduct. (f) The Unit Agent, and any stockholder, director, officer, affiliate or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings or become pecuniarily interested in any transaction in which Holdings may be interested, or contract with or lend money to Holdings or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings or for any other legal entity. (g) The Unit Agent shall act hereunder solely as agent for Holdings and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdings: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties and obligations shall be read into this Agreement against the Unit Agent) upon the following terms and conditions, by all of which Holdings the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent or action taken or to be taken by it. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings the Company or any holder of a Unit Certificate the Units for any failure of Holdings to comply with any of the covenants in this Agreement, Unit Certificates or the Certificate of Designations.Company to (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counselcounsel provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted with willful misconduct or gross negligence. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, certificate or other paper, document or instrument believed by the Unit Agent it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably (including attorneys' fees) incurred by the Unit Agent in the connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all lossesliabilities, liabilities losses and expenses of any nature whatsoever, including, including without limitation, limitation judgments, costs and counsel fees and actual expenses, for any action taken anything done or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or bad faith or willful misconduct. The obligation of the Company to the Unit Agent under this subparagraph (e) shall survive the termination of the agency under this Agreement. (f) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action unless the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity for any costs and expenses which may be incurred acceptable to the Unit Agent. This provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units my be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent for the benefit of holders of Unit Certificates and any recovery of judgment shall (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee of it (the "Related Parties") of it), may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings the Company or become pecuniarily interested in any transaction in which Holdings the Company may be interested, or contract with or lend money to Holdings the Company or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Company or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings the Company, the Transfer Agent and the Warrant Agent, and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdingsrequire: (1) an Officersofficers' Certificate of Holdings certificate signed by two officers stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings the Company stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officersofficers' Certificate certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate certificate or opinion are based; (3) a statement that, that in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for and shall be fully protected with respect to any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which Holdings the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent or action taken or to be taken by it. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings the Company to comply with any of the covenants in this Agreement, Agreement or in the Unit Certificates or to be complied with by the Certificate of DesignationsCompany. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, certificate or other paper, document or instrument believed by the Unit Agent it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with the execution of this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with the execution of this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all losses, liabilities and expenses of any nature whatsoever, including, without limitation, judgments, costs and counsel fees and actual expenses, for any action taken or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or bad faith or willful misconduct. (f) The Unit Agent, and any stockholder, director, officer, affiliate or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings or become pecuniarily interested in any transaction in which Holdings may be interested, or contract with or lend money to Holdings or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings or for any other legal entity. (g) The Unit Agent shall act hereunder solely as agent for Holdings and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdings: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.Unit

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which Holdings the Company, the Trust and the holders Holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company or the Trust, as applicable, and the Unit Agent assumes no responsibility for the correctness of any of the same. The same except such as describe the Unit Agent assumes no responsibility with respect to the distribution of or action taken (including the Unit Certificates except as herein otherwise specifically providedAgent's countersignature) or to be taken by it. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings the Company or the Trust to comply with any of the covenants contained in this Agreement, Agreement or in the Unit Certificates to be complied with by the Company or the Certificate of DesignationsTrust. (c) The Unit Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company, the Trust or to any holder Holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder so long as taken, suffered or omitted in good faith and in accordance with the opinion or the advice of such counsel. (d) Before the Unit Agent acts or refrains from acting with respect to the Units, it may require a certificate or an opinion of counsel, or both, from the Company or the Trust. The Unit Agent may conclusively rely upon, and shall incur no liability or responsibility to Holdings the Company, the Trust or to any holder Holder of any Unit Certificate for for, any action taken in reliance on any Unit CertificateUnit, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paperpaper of the Company or the Trust, document or instrument (whether in its original or facsimile form) believed by the Unit Agent it in good faith to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, such compensation as shall be agreed in writing upon from time to time, time for all services rendered by the Unit Agent in connection with the execution of this Agreement, to reimburse the Unit Agent for all expenses, taxes taxes, duties and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with the execution of this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all lossesliabilities, liabilities claims, damages, losses and expenses (including taxes other than taxes based on the income of any nature whatsoever, including, without limitation, the Unit Agent and judgments, reasonable costs and counsel fees and actual expenses), for any action taken anything done or omitted by the Unit Agent in the execution of this Agreement or arising out of or in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder or duties under this Agreement, except as a result of to the extent such liabilities are attributable to the Unit Agent's gross negligence or negligence, bad faith or willful misconduct. (f) The Unit Agent, and any stockholder, director, officer, affiliate or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings or become pecuniarily interested in any transaction in which Holdings may be interested, or contract with or lend money to Holdings or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings or for any other legal entity. (g) The Unit Agent shall act hereunder solely as agent for Holdings and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable notify the Company and the Trust promptly of any claim for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require seek indemnity; provided that the failure by the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in so notify the performance of any Company and the Trust shall not relieve the Company of its duties hereunder or in the exercise of obligations hereunder. The Company shall defend any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before claim and the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdings: (1) an Officers' Certificate of Holdings stating that, shall cooperate in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied withdefense. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements have separate counsel and the correctness Company shall pay the reasonable fees and expenses of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible such counsel only if counsel for the misconduct or negligence of any agent appointed with due care.Company has interests which conflict

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which Holdings the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent or action taken or to be taken by it. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings the Company or any holder of a Unit Certificate the Units for any failure of Holdings the Company to comply with any of the covenants in this Agreement, Agreement or in the Unit Certificates or to be complied with by the Certificate of DesignationsCompany. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel; provided, that the foregoing clause shall not apply -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- if the Unit Agent is found to have acted with willful misconduct or gross negligence. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, certificate or other paper, document or instrument believed by the Unit Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted with willful misconduct or gross negligence. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in the connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all lossesliabilities, liabilities losses and expenses of any nature whatsoever, including, without limitation, judgments, costs and counsel fees and actual expenses, for any action taken anything done or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or bad faith or willful misconduct. (f) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action unless the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity for any costs and expenses which may be incurred acceptable to the Unit Agent. This provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee of it (the "Related Parties") of it), may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings the Company or become pecuniarily interested in any transaction in which Holdings the Company may be interested, or contract with or lend money to Holdings the Company or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Company or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings the Company, and its duties shall be determined solely by the provisions hereof. The Unit Agent shall -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdingsrequire: (1) an Officersofficers' Certificate of Holdings certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings the Company stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officersofficers' Certificate certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate certificate or opinion are based; (3) a statement that, that in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document.-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which Holdings the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent or action taken or to be taken by it. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings the Company or any holder of a Unit Certificate the Units for any failure of Holdings the Company to comply with any of the covenants in this Agreement, Agreement or in the Unit Certificates or to be complied with by the Certificate of DesignationsCompany. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counselcounsel provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted with willful misconduct or gross negligence. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, certificate or other paper, document or instrument believed by the Unit Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted with willful misconduct or gross negligence. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in the connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all lossesliabilities, liabilities losses and expenses of any nature whatsoever, including, without with out limitation, judgments, costs and counsel fees and actual expenses, for any action taken anything done or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or bad faith or willful misconduct. (f) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action unless the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity for any costs and expenses which may be incurred acceptable to the Unit Agent. This provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units my be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee of it (the "Related Parties") of it), may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings the Company or become pecuniarily interested in any transaction in which Holdings the Company may be interested, or contract with or lend money to Holdings the Company or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Company or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings the Company, the Trustee and the Warrant Agent, and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdingsrequire: (1) an Officersofficers' Certificate of Holdings certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings the Company stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officersofficers' Certificate certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate certificate or opinion are based; (3) a statement that, that in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which Holdings the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the same, other than with respect to the certificate of authentication, except such as describe the Unit Agent or action taken or to be taken by it. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings the Company to comply with any of the covenants in this Agreement, the Unit Certificates Certificates, the Indenture or the Certificate of DesignationsWarrant Agreement to be complied with by the Company. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the written opinion or the written advice of such counsel. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Unit Agent to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expensesexpenses (including reasonable fees, expenses and disbursements of counsel), taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all losseslosses and liabilities, liabilities and expenses of any nature whatsoever, including, without limitation, including judgments, costs and counsel fees and actual expenses, for any action taken or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or negligence, bad faith or willful misconduct. (f) The Unit Agent, and any stockholder, director, officer, affiliate or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred StockNotes, Class B CommonWarrants, other Common Stock or other securities of Holdings the Company or become pecuniarily interested in any transaction in which Holdings the Company may be interested, or contract with or lend money to Holdings the Company or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Company or for any other legal entity. (g) The Unit Agent shall act hereunder solely as agent for Holdings the Company, the Trustee and the Warrant Agent, and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or negligence, bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action unless the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity for any costs and expenses which may be incurred acceptable to the Unit Agent. This provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (j) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdingsrequire: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings the Company stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate certificate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (jk) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (kl) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (lm) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

Unit Agent. The Unit Agent undertakes the duties and ---------- obligations imposed by this Agreement upon the following terms and conditions, by which Holdings the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings the Company to comply with any of the covenants in this Agreement, the Unit Certificates Certificates, the Warrant Agreement or the Certificate of DesignationsIndenture. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by the Unit Agent to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with the execution and performance of this Agreement, Agreement at such rates as have been separately agreed to by the Company and the Unit Agent and to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with the execution and performance of this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to Agreement. The Company shall indemnify the Unit Agent and its agents, employees, directors, officers and affiliates agents and save it and each of them harmless against any and all losses, liabilities and expenses of any nature whatsoeverexpenses, including, without limitation, including judgments, costs and counsel fees and actual expensesthe costs and expenses of investigating or defending any claim of such liability, for any action taken or omitted by the Unit Agent or arising its agents in connection with this Agreement the execution of and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder under this Agreement except as a result of the Unit Agent's gross its negligence or bad faith or willful misconductfaith. The Unit Agent shall notify the Company promptly of any claim for which it may seek indemnity; provided that -------- failure by the Unit Agent to so notify the Company shall not relieve its obligations hereunder. The Company shall defend the claim and the Unit Agent shall cooperate in the defense. The Unit Agent may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (f) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity reasonably satisfactory to it for any costs and expenses which may be incurred, but this provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock Units or other securities of Holdings the Company or become pecuniarily interested in any transaction in which Holdings the Company may be interested, or contract with or lend money to Holdings the Company or otherwise act as fully and freely as though it were not the Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Company or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings and the Company, its duties shall be determined solely by the provisions hereofhereof and no implied covenants or obligations shall be read into this Agreement against the Unit Agent. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itfaith. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdings: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (kj) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the documentdocuments. (lk) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed and monitored in good faith and with due care. (l) The Company will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged or delivered all such further acts, instruments and assurances as may reasonably be required by the Unit Agent in order to enable it to carry out or perform its duties under this Agreement.

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which Holdings the Company and the holders Holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent or action taken or to be taken by it. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings the Company or any holder Holder of a Unit Certificate the Units for any failure of Holdings the Company to comply with any of the covenants in this Agreement, Agreement or in the Unit Certificates or to be complied with by the Certificate of DesignationsCompany. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder Holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted, or omitted to take action, with willful misconduct or gross negligence. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder Holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, certificate or other paper, document or instrument believed by the Unit Agent it to be genuine and to have been signed, sent or presented by the proper party or parties, provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted, or omitted to take action, with willful misconduct or gross negligence. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in the connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all lossesliabilities, liabilities losses and expenses of any nature whatsoever, including, without limitation, judgments, costs and counsel fees and actual expenses, for any action taken anything done or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or bad faith or willful misconduct. The provisions of this paragraph (e) shall survive the resignation or removal of the Unit Agent and the termination of this Agreement. (f) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action unless the Company or one or more Holders of Unit Certificates shall furnish the Unit Agent with security and indemnity reasonably acceptable to the Unit Agent for any costs and expenses which may be incurred. This provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the Holders of the Units, as their respective rights or interests may appear. (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee of it (the "Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings the Company or become pecuniarily interested in any transaction in which Holdings the Company may be interested, or contract with or lend money to Holdings the Company or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Company or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings the Company, and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdingsrequire: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings the Company stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate certificate or opinion are based; (3) a statement that, that in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (m) The Unit Agent shall be a corporation organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trust powers, shall be subject to supervision or examination by Federal or state authority and shall have a combined capital and surplus of at least $25 million as set forth in its most recent published annual report of condition.

Unit Agent. The Unit Agent undertakes the duties and ---------- obligations imposed by this Agreement upon the following terms and conditions, by which Holdings Holdings, the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of HoldingsHoldings and the Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings or the Company to comply with any of the covenants in this Unit Agreement, the Unit Certificates Certificates, the Warrant Agreement or the Certificate of DesignationsIndenture. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for HoldingsHoldings and the Company) and the Unit Agent shall incur no liability or responsibility to Holdings or the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. (d) The Unit Agent shall incur no liability or responsibility to Holdings or the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by the Unit Agent to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings and the Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with the execution and performance of this Agreement, Unit Agreement at such rates as have been separately agreed to by the Company and the Unit Agent and to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with the execution and performance of this Agreement (including, without limitation, reasonable fees Unit Agreement. Holdings and expenses of counsel) and to the Company shall indemnify the Unit Agent and its agents, employees, directors, officers and affiliates agents and save it and each of them harmless against any and all losses, liabilities and expenses of any nature whatsoeverexpenses, including, without limitation, including judgments, costs and counsel fees and actual expensesthe costs and expenses of investigating or defending any claim of such liability, for any action taken or omitted by the Unit Agent or arising its agents in connection with this Agreement the execution of and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder under this Unit Agreement except as a result of the Unit Agent's its gross negligence or bad faith or willful misconductfaith. The Unit Agent shall notify Holdings and the Company promptly of any claim for which it may seek indemnity; provided that failure by the Unit Agent to so notify Holdings and the Company shall not relieve its obligations hereunder. Holdings and the Company shall defend the claim and the Unit Agent shall cooperate in the defense. The Unit Agent may have separate counsel and Holdings and the Company shall pay the reasonable fees and expenses of such counsel. Holdings and the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (f) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless Holdings and the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity reasonably satisfactory to it for any costs and expenses which may be incurred, but this provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Unit Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock Units or other securities of Holdings and the Company or become pecuniarily interested in any transaction in which Holdings and the Company may be interested, or contract with or lend money to Holdings and the Company or otherwise act as fully and freely as though it were not the Unit Agent under this Unit Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings and the Company or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings and the Company, its duties shall be determined solely by the provisions hereofhereof and no implied covenants or obligations shall be read into this Unit Agreement against the Unit Agent. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Unit Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itfaith. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdings: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (kj) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the documentdocuments. (lk) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed and monitored in good faith and with due care. (l) Holdings and the Company will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged or delivered all such further acts, instruments and assurances as may reasonably be required by the Unit Agent in order to enable it to carry out or perform its duties under this Unit Agreement.

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which Holdings the Issuers and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Issuers, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as expressly describe the Unit Agent. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings the Issuers to comply with any of the covenants in this Unit Agreement, the Unit Certificates Certificates, the Warrant Agreements or the Certificate of DesignationsIndenture. The Unit Agent shall not be required to ascertain in any manner whether the Applicable Procedures or securities laws are being complied with. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Issuers and the Guarantor) and the Unit Agent shall incur no liability or responsibility to Holdings the Issuers or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Issuers or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by the Unit Agent to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings agrees The Issuers agree to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with the execution and performance of this Agreement, Unit Agreement at such rates as have been separately agreed to by the Issuers and the Unit Agent and to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with the execution and performance of this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to Unit Agreement. The Issuers shall indemnify the Unit Agent and its agents, employees, directors, officers and affiliates agents and save it and each of them harmless against any and all losses, liabilities and expenses of any nature whatsoeverexpenses, including, without limitation, including judgments, costs and reasonable counsel fees and actual expensesthe costs and reasonable expenses of investigating or defending any claim of such liability, for any action taken or omitted by the Unit Agent or arising its agents in connection with this Agreement the execution of and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder under this Unit Agreement except as a result of its negligence, willful misconduct or bad faith. The Unit Agent shall notify the Issuers promptly of any claim for which it may seek indemnity; PROVIDED that failure by the Unit Agent's gross negligence or bad faith or willful misconductAgent to so notify the Issuers shall not relieve its obligations hereunder, except to the extent the Issuers are materially prejudiced as a result of such failure. The Issuers shall defend the claim and the Unit Agent shall cooperate in the defense at the Issuers' expense; PROVIDED that the Issuers must consult with the Unit Agent with respect to the conduct of such defense. The Unit Agent may have separate counsel reasonably acceptable to the Issuers, and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (f) The Unit Agent shall be under no obligation to consider instituting any action, suit or legal proceeding or taking any other action likely to involve expense unless the Issuers or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity reasonably satisfactory to it for any costs and expenses which may be incurred, but this provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Unit Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock Units or other securities of Holdings the Issuers or become pecuniarily interested in any transaction in which Holdings the Issuers may be interested, or contract with or lend money to Holdings the Issuers or otherwise act as fully and freely as though it were not the Unit Agent under this Unit Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Issuers or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings and the Issuers, its duties shall be determined solely by the provisions hereofhereof and no implied covenants or obligations shall be read into this Unit Agreement against the Unit Agent. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Unit Agreement except for its own gross negligence negligence, willful misconduct or bad faith or willful misconductfaith. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdings: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which Holdings the Company and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Company, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent or action taken or to be taken by it. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings the Company or any holder of a Unit Certificate the Units for any failure of Holdings the Company to comply with any of the covenants in this Agreement, Agreement or in the Unit Certificates or to be complied with by the Certificate of DesignationsCompany. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Company) and the Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counselcounsel provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted with willful misconduct or gross negligence. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Company or to any holder of any Unit Certificate for any action taken in reliance on any Unit unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, certificate or other paper, document or instrument believed by the Unit Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties provided, that the foregoing clause shall not apply if the Unit Agent is found to have acted with willful misconduct or gross negligence. (e) Holdings The Company agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in the connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all lossesliabilities, liabilities losses and expenses of any nature whatsoever, including, including without limitation, limitation judgments, costs and counsel fees and actual expenses, for any action taken anything done or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder except as a result of the Unit Agent's gross negligence or bad faith or willful misconduct. (f) The Unit Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action unless the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity for any costs and expenses which may be incurred acceptable to the Unit Agent. This provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units my be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (g) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee of it (the "Related Parties") of it), may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock or other securities of Holdings the Company or become pecuniarily interested in any transaction in which Holdings the Company may be interested, or contract with or lend money to Holdings the Company or otherwise act as fully and freely as though it were not Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Company or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings the Company, the Transfer Agent and the Warrant Agent, and its duties shall be determined solely by the provisions hereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdingsrequire: (1) an Officersofficers' Certificate of Holdings certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings the Company stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officersofficers' Certificate certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate certificate or opinion are based; (3) a statement that, that in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (k) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the document. (l) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

Unit Agent. The Unit Agent undertakes the duties and ---------- obligations imposed by this Agreement upon the following terms and conditions, by which Holdings the Issuers and the holders of Units, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdingsthe Issuers, and the Unit Agent assumes no responsibility for the correctness of any of the samesame except such as describe the Unit Agent. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided. (b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings the Issuers to comply with any of the covenants in this Agreement, the Unit Certificates Certificates, the Warrant Agreement or the Certificate Statement of DesignationsResolution. (c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdingsthe Issuers) and the Unit Agent shall incur no liability or responsibility to Holdings the Issuers or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. (d) The Unit Agent shall incur no liability or responsibility to Holdings the Issuers or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by the Unit Agent to be genuine and to have been signed, sent or presented by the proper party or parties. (e) Holdings agrees The Issuers agree to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, compensation for all services rendered by the Unit Agent in connection with the execution and performance of this Agreement, Agreement at such rates as have been separately agreed to in writing by the Issuers and the Unit Agent and to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with the execution and performance of this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to Agreement. The Issuers shall indemnify the Unit Agent and its agents, employees, directors, officers and affiliates agents and save it and each of them harmless against any and all losses, damages, claims, liabilities and expenses of any nature whatsoeverexpenses, including, without limitation, including judgments, costs and counsel fees and actual expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Unit Agent) and the costs and expenses of investigating or defending any claim of such liability, for any action taken or omitted by the Unit Agent or arising its agents in connection with this Agreement the execution of and the exercise by the Unit Agent of its rights hereunder and the performance by the Unit Agent of any of its obligations hereunder under this Agreement except as a result of the Unit Agent's gross its negligence or bad faith faith. The Unit Agent shall notify the Issuers promptly of any claim for which it may seek indemnity; provided -------- that failure by the Unit Agent to so notify the Issuers shall not relieve their obligations hereunder. The Issuers shall defend the claim and the Unit Agent shall cooperate in the defense. The Unit Agent may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The provisions of this paragraph (e) shall survive the termination of this Agreement/ (f) The Unit Agent shall be under no obligation to institute any action, suit or willful misconductlegal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Unit Certificates shall furnish the Unit Agent with security and indemnity reasonably satisfactory to it for any costs and expenses which may be incurred, but this provision shall not affect the power of the Unit Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Unit Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Units, as their respective rights or interests may appear. (fg) The Unit Agent, and any stockholder, director, officer, affiliate officer or employee ("Related Parties") of it, may buy, sell or deal in any of the Units, Senior Preferred Stock, Class B Common, other Common Stock Units or other securities of Holdings the Issuers or become pecuniarily interested in any transaction in which Holdings the Issuers may be interested, or contract with or lend money to Holdings the Issuers or otherwise act as fully and freely as though it were not the Unit Agent under this Agreement. Nothing herein shall preclude the Unit Agent or such Related Parties from acting in any other capacity for Holdings the Issuers or for any other legal entity. (gh) The Unit Agent shall act hereunder solely as agent for Holdings and the Issuers, its duties shall be determined solely by the provisions hereofhereof and no implied covenants or obligations shall be read into this Agreement against the Unit Agent. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith or willful misconduct. (h) No provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itfaith. (i) Before the Unit Agent acts or refrains from acting with respect to any matter contemplated by this Unit Agreement, it may require from Holdings: (1) an Officers' Certificate of Holdings stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for Holdings stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each Officers' Certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certifi cate or opinion are based; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Unit Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such certificate or opinion. (j) In the absence of bad faith on its part, the Unit Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Unit Agreement. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Unit Agent, the Unit Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Unit Agreement. (kj) The Unit Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Unit Agent need not investigate any fact or matter stated in the documentdocuments. (lk) The Unit Agent may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed and monitored in good faith and with due care. (l) The Issuers will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged or delivered all such further acts, instruments and assurances as may reasonably be required by the Unit Agent in order to enable it to carry out or perform its duties under this Agreement. (m) Whenever in the administration of this Agreement the Unit Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Unit Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an officers' certificate of the Company or a similar certificate of the Manager. (n) The rights, privileges, protections, immunities and benefits given to the Unit Agent including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Unit Agent in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder. (o) The Unit Agent may request that the Company deliver an officers' certificate and that the Partnership delivers a similar certificate of the Manager setting forth the names of individuals and/or titles authorized at such time to take specified actions pursuant to this Agreement, which officers' certificate or similar certificate of the Manager, may be signed by any person authorized to sign such a certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.