Common use of Certain Pledges Clause in Contracts

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), any Noteholder may (without notice to Administrative Agent or any other Noteholder and without payment of any fee) assign and pledge all or any portion of its Note (A) to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder from its obligations hereunder. (b) In addition, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement of which the Administrative Agent has actual knowledge; provided, however, that the Administrative Agent shall have no liability for any failure to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminated.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), The Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note (A) rights under this Agreement to secure obligations of the Lender, including without limitation any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note pledge or assignment shall be fully transferable release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as provided therein and/or (B) a party hereto. Certain Funding Arrangements. Notwithstanding anything to the bondholders contrary contained herein, Lender may grant to a special purpose funding vehicle (as a collective whole) (or their nominee“SPC”), collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, identified as such legislation may be amended and in effect writing from time to timetime by the Lender and the Borrower, the option to provide to the Borrower all or any part of any Loan that the Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Lender to the same extent, and as if, such Loan were made by the Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any substitute other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or successor legislationliquidation proceedings under the laws of the United States or any State thereof arising out of any claim relating to the Credit Documents. No such assignment shall release the assigning Noteholder from its obligations hereunder. (b) In addition, each Noteholder (a “Loan Pledgor”) shall have notwithstanding anything to the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth contrary contained in this Section 3.4(b11.12(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: any SPC may (i) with notice to, but without the prior written consent of, the Borrower, assign all or a portion of its interests in any Loan to give Loan Pledgee written notice the Lender or to any financial institutions (consented to by the Borrower and Lender) providing liquidity and/or credit support to or for the account of any default by Loan Pledgor under this Agreement such SPC to support the funding or maintenance of which the Administrative Agent has actual knowledge; provided, however, that the Administrative Agent shall have no liability for any failure to give written notice of a Loan Pledgor default; Loans and (ii) disclose on a confidential basis any non-public information relating to allow Loan Pledgee its Loans to cure any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall SPC. This section may not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee amended without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedSPC.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Revolving Loans pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facilityBank of America may, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeBorrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Borrower to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America as L/C Issuer or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such permitted transferee successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (aAny Lender may at any time pledge or assign a security interest(e) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), any Noteholder may (without notice to Administrative Agent or any other Noteholder and without payment of any fee) assign and pledge in all or any portion of its Note (A) to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder from its obligations hereunder. (b) In addition, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement of which the Administrative Agent has actual knowledge; provided, however, that the Administrative Agent shall have no liability for any failure to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, or any promissory notes evidencing its interests hereunder, to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Independence of Covenants. All covenants hereunder shall be effective against Loan Pledgee without given independentSection 11.6 effect so that if a particular action or condition is not permitted by any of such covenants, the written consent of Loan Pledgeefact that it would be permitted by an exception to, which consent or would otherwise be within the limitations of, another covenant shall not be unreasonably withheld; providedavoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. Survival of Representations, howeverWarranties and Agreements. All representations,Section 11.7 warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension and the Term Loan. Notwithstanding anything herein or implied by law to the contrary, the consent agreements of Loan Pledgee shall not be required to effect such modificationeach Credit Party set forth in Section 3.1(c), waiver or termination unless Loan Pledgor’s consent was required pursuant to Section 3.2, Section 3.3, Section 11.2, Section 11.3, and Section 11.10 and the terms agreements of this Agreement; the Lenders and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is set forth in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to Section 2.14, Section 10.3 and Section 11.2(c) shall survive the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in payment of the Loans, the cancellation, expiration or confirmed by Loan Pledgor)cash collateralization of the Letters of Credit, and until such Redirection Notice is withdrawn the termination hereof. No Waiver; Remedies Cumulative. No failure or rescinded by Loan Pledgee, delay on the part of theSection 11.8 Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any Lender in the exercise of any power, right or privilege hereunder or under any other agreement among the Noteholders that relates Credit Document shall impair such power, right or privilege or be construed to the Loan be a waiver of any default or Loan Pledgoracquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. Each Noteholder The rights, powers and remedies given to each Agent and each Lender hereby unconditionally are cumulative and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted in addition to fully exercise its rights and independent of all rights, powers and remedies against Loan Pledgor, and realize on all collateral granted existing by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights virtue of any Noteholder hereunder). The rights statute or rule of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent law or in writing that its interest in the applicable Note and this Agreement has terminated.136

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (bf) In additionResignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, each Noteholder (a “Loan Pledgor”) shall have the right if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”Section 12.10(b), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes Bank of Loan PledgeeAmerica may, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeCompany shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that Ninth Amendment 26 no failure by the Administrative Agent Company to appoint any such successor shall have no liability affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all Letter of Credit Exposure with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for any failure hereunder with respect to give written notice Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.01(c). Upon the appointment of a Loan Pledgor default; successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. (p) Exhibit R to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit R attached hereto. (q) The cover page to the Credit Agreement is hereby amended to (i) delete the reference to “JPMorgan Chase Bank, as Documentation Agent”, (ii) add a reference to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor“Xxxxx Fargo Bank as Syndication Agent”, but Loan Pledgee shall not be obligated to cure any such default; and (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required add a reference to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Compass Bank, as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedDocumentation Agent.”

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as collateral security pursuant a party hereto. (f) Notwithstanding anything to Regulation A and the contrary contained herein, any operating circular issued Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) sponsored by such Federal Reserve BankGranting Lender, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, identified as such legislation may be amended and in effect writing from time to time, or any substitute or successor legislation. No such assignment shall release time by the assigning Noteholder from its obligations hereunder. (b) In addition, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor Granting Lender to the Administrative Agent that the Pledge has been effected and the address Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be Loans of the Granting Lender to the same extent, and as if, such Loans were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.4, any SPC may (i) with notice purposes of Loan Pledgeeto, but without the prior written consent of, the Borrower and the Administrative Agent agrees and without paying any processing fee therefor, assign all or a portion of its interests in any Advance to acknowledge receipt the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such notice SPC to support the funding or maintenance of Advance and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement of which the Administrative Agent has actual knowledge; provided, however, that the Administrative Agent shall have no liability for any failure to give written notice of a Loan Pledgor default; (ii) disclose on a confidential basis any non-public information relating to allow Loan Pledgee its Loans to cure any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall SPC. This Section 11.4(f) may not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee amended without the written consent of Loan Pledgeeany SPC which has been designated in writing as provided in the first sentence hereof and holds any outstanding Loans. The designation by a Granting Lender of an SPC to fund Advances shall be deemed to be a representation, which consent warranty, covenant and agreement by such Granting Lender to the Borrower and all other parties hereunder that (A) the funding and maintaining of such Advances by such SPC shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (constitute a “Redirection Notice”) to prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan PledgorCode), and until (B) such Redirection Notice is withdrawn designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as amended, or rescinded by Loan Pledgee, the Administrative Agent qualification under any state securities law. The SPC shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time provide to the Borrower the tax and other forms required pursuant to this Agreement, any Loan Document, Section 2.12 hereof with respect to such SPC as though such SPC were a Lender hereunder. In no event shall the Borrower or any Lender other agreement among than the Noteholders that relates Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article 10 hereof or otherwise) by reason of a Granting Lender’s designation of an SPC or the Loan funding or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases maintenance of Advances by such SPC, in excess of amounts which the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to Borrower would have been delivered by obligated to pay if such Noteholder’s Loan PledgeeGranting Lender had not made such designation and such Granting Lender were itself funding and maintaining such Advances. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the The Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as register the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights interest of any Noteholder hereunder). The rights of Loan Pledgee under this SPC in an Advance from time to time on the Register maintained pursuant to Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminated11.4(c) hereof.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), any Noteholder may (without notice to Administrative Agent or any other Noteholder and without payment of any fee) assign and pledge all or any portion of its Note (A) to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder from its obligations hereunder. (ba) In addition, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement of which the Administrative Agent has actual knowledge; provided, however, that the Administrative Agent shall have no liability for any failure to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminated.

Certain Pledges. (aAny Lender may at any time pledge or assign a security interest in all(f) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), any Noteholder may (without notice to Administrative Agent or any other Noteholder and without payment of any fee) assign and pledge all or any portion of its Note rights under this Agreement (Aincluding under its Note(s), if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender After Assignment. Notwithstanding(g) anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facilityBank of America may, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeCompany shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Company to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America as L/C Issuer or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Revolving Credit Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such permitted transferee successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder)Credit. The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminated.-171-

Certain Pledges. (a) In Subject to Section 13.9, in addition to the assignments and participations permitted under the foregoing provisions of this Article 3 Section 13.20 (but without being subject thereto), any Noteholder ): (a) Any Lender may (without notice to Borrowers, Administrative Agent or any other Noteholder Lender and without payment of any fee) assign and pledge all or any portion of its Note (A) Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Note Loans and Notes shall be fully transferable as provided therein and/or therein. No such assignment shall release the assigning Lender from its obligations hereunder. (Bb) Subject to the bondholders terms of the Co-Lending Agreement, any Lender may pledge its Loans and its Notes to any Person that has provided a credit facility or source of liquidity to such Lender. No such pledge shall release the assigning Lender from its obligations hereunder. Any subsequent assignment of pledged Loans and Notes upon the exercise of pledge remedies shall be subject to the terms of the Co-Lending Agreement and Section 13.20(2). (as a collective wholec) Any Lender may (without notice to Borrowers, Administrative Agent or their nominee, collateral agent any other Lender and without payment of any fee) assign and pledge all or security trustee) under, or any portion of its Loans and its Note to the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation, and in either such case, such Loans and Note shall be fully transferable as provided therein. No such pledge or assignment shall release the assigning Noteholder Lender from its obligations hereunder. . Borrowers agree to execute within fifteen (b15) In additionBusiness Days after request therefor is made by any Lender, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note any documents or any amendments, amendments and restatements, and/or modifications to any Person that has extended a credit facilityLoan Documents and/or additional documents (including, including credit without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Lender in order to make the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor Documents eligible under this Agreement of which the Administrative Agent has actual knowledgeGerman Pfandbrief legislation; provided, however, that the Administrative Agent shall have no liability for any failure to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee Borrowers shall not be required to effect such modification, waiver enter into any documents and amendments which would increase Borrowers’ affirmative obligations or termination unless decrease Borrowers’ rights under the Loan Pledgor’s consent was required pursuant to Documents or adversely affect the economic or other material terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedLoans.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. (b) In additionhereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, each Noteholder (a “Loan Pledgor”) shall have the right if at any time Bank of America or any other Lender assigns all of its Commitment and Revolving Credit Loans pursuant to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”Section 10.06(b), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes Bank of Loan PledgeeAmerica or such other Lender may, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as an L/C Issuer or a Swing Line Lender, the Administrative Agent has actual knowledgeBorrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or successor Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Borrower to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America or modification of this Agreement that adversely affects the rights such other Lender as an L/C Issuer or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Bank of America or another Lender resigns as an L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America or another Lender resigns as a Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer with respect to Bank of America and/or a successor Swing Line Lender, (a) such permitted transferee successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree resigning L/C Issuer with respect to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any such Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Fifth Third assigns all of its Commitment and Loans pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facilityFifth Third may, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeBorrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Borrower to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Fifth Third as L/C Issuer or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Fifth Third resigns as L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of the L/C Issuer hereunder with respect to all Letters of 47012838_8 Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Fifth Third resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such permitted transferee successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Fifth Third to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Fifth Third with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank; provided, and that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunderhereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (bg) Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to Section 13.06(b), Bank of America may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In additionthe event of any such resignation as L/C Issuer, each Noteholder the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (a “Loan Pledgor”) shall have including the right to pledge (a “Pledge”) such Noteholder’s Note require the Lenders to any Person that has extended a credit facility, including credit make Base Rate Loans or fund risk participations in the form of a repurchase agreement facility, Unreimbursed Amounts pursuant to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”Section 2.03(c), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the Administrative Agent that rights, powers, privileges and duties of the Pledge has been effected retiring L/C Issuer, and (b) the address successor L/C Issuer shall issue letters of credit in substitution for notice purposes the Letters of Loan PledgeeCredit, if any, outstanding at the Administrative Agent agrees to acknowledge receipt time of such notice and thereafter agrees: (i) succession or make other arrangements satisfactory to give Loan Pledgee written notice Bank of any default by Loan Pledgor under this Agreement of which the Administrative Agent has actual knowledge; provided, however, that the Administrative Agent shall have no liability for any failure America to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America or any other L/C Issuer assigns all of its Commitment and Committed Loans pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facilityL/C Issuer may, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Company and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender as applicable. In the event of any default such resignation by Loan Pledgor under this Agreement Bank of which America as an L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeCompany shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Company to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America or modification such other L/C Issuer as an L/C Issuer or Swing Line Lender, as the case may be. If Bank of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, America or any other agreement among L/C Issuer resigns as an L/C Issuer, it shall retain all the Noteholders that relates rights, powers, privileges and duties of an L/C Issuer hereunder with respect to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account all Letters of Credit outstanding as of the Administrative Agent’s compliance effective date of its resignation as an L/C Issuer and all L/C Obligations with any Redirection Notice believed respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu effective date of such foreclosureresignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (y) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall Bank of America to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as collateral security pursuant to Regulation A a party hereto. (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any operating circular issued by such Federal Reserve Bank, Assignment and such Note Assumption shall be fully transferable deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided therein and/or (B) to for in any applicable law, including the bondholders (as a collective whole) (or their nomineeFederal Electronic Signatures in Global and National Commerce Act, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended New York State Electronic Signatures and in effect from time to timeRecords Act, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder from its obligations hereunder. (b) In addition, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), other similar state laws based on the terms Uniform Electronic Transactions Act. (h) Any Lender may, at any time, assign all or a portion of its rights and conditions set forth in obligations under this Section 3.4(b). Upon written notice by Loan Pledgor Agreement to a Person who is or will become, after such assignment, an Sponsor Affiliated Lender subject to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agreesfollowing limitations: (i) Sponsor Affiliated Lenders will not receive information provided solely to give Loan Pledgee written notice of any default Lenders by Loan Pledgor under this Agreement of which the Administrative Agent has actual knowledge; provided, however, that or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative Agent shall have no liability for any failure Agent, other than -111- the right to give written notice receive notices of a Loan Pledgor defaultprepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II; (ii) each Sponsor Affiliated Lender that (A) purchases any Loans pursuant to allow this clause (h) shall represent and warrant to the seller and (B) sells any Loan Pledgee hereunder shall represent and warrant to cure such default within the same period afforded buyer, in each case, that it does not possess non-public information with respect to Loan PledgorHoldings, but Loan Pledgee shall the Borrower and their respective Subsidiaries that has not been disclosed to the Lenders generally (other than Public Lenders) and that would reasonably be obligated expected to cure any such defaultbe material to a Lender’s decision to purchase or sell, as applicable; and (iii) that no amendment the aggregate principal amount of Loans held at any one time by Sponsor Affiliated Lenders (measured immediately after giving effect to any such acquisition of Loans) may not exceed 20% of the principal amount of all Loans at such time outstanding. (i) Notwithstanding anything in Section 11.01 or modification the definition of this Agreement that adversely affects “Required Lenders” to the rights contrary, for purposes of determining whether the Required Lenders have (i) consented (or obligations of Loan Pledgornot consented) to any amendment, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver waiver, consent or termination unless other action with respect to any of the terms of any Loan Pledgor’s consent was required Document or any departure by any Loan Party therefrom, or subject to Section 11.06(j), any plan of reorganization pursuant to the terms of this Agreement; and U.S. Bankruptcy Code, (ivii) that, upon written notice (a “Redirection Notice”) otherwise acted on any matter related to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan (iii) directed or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases required the Administrative Agent or any Lender to undertake any action (or refrain from taking any liability action) with respect to or under any Loan Document, no Sponsor Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such Noteholder action and: (A) all Loans held by any Sponsor Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders have taken any actions; and (B) all Loans held by Sponsor Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether all Lenders have taken any action unless the action in question affects such Sponsor Affiliated Lender in a disproportionately adverse manner than its effect on account other Lenders. (j) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Sponsor Affiliated Lender hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Sponsor Affiliated Lender, such Sponsor Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Sponsor Affiliated Lender with respect to the Loans held by such Sponsor Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Sponsor Affiliated Lender to vote, in which case such Sponsor Affiliated Lender shall vote with respect to the Loans held by it as the Administrative Agent directs; provided that such Sponsor Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent’s compliance ) in connection with any Redirection Notice believed by plan of reorganization to the Administrative Agent extent any such plan of reorganization proposes to have been delivered treat any Obligations held by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment Sponsor Affiliated Lender in lieu of foreclosure as a manner that is less favorable in any material respect to such collateral), in accordance with applicable law. In such event, and upon receipt Sponsor Affiliated Lender than the proposed treatment of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale Obligations held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided Lenders that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall are not affect any Affiliates of the rights of any Noteholder hereunder)Borrower. The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminated.-112-

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute other central bank; provided that no such pledge or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facilityBank of America may, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon thirty (30) days’ notice to give Loan Pledgee written the Company and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Company, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeBorrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Borrowers to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America as L/C 146 90295627_3 Issuer or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender that has accepted such Loan Pledgee appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such permitted transferee shall succession or make other arrangements satisfactory to Bank of America to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition Notwithstanding anything to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto)contrary contained herein, any Noteholder Lender may (without notice to Administrative Agent at any time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank as collateral security pursuant or, with the Lead Borrower’s consent (such consent not to Regulation A and be unreasonably withheld or delayed), to any operating circular issued by central governmental authority; provided that no such Federal Reserve Bank, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. (b) In addition, each Noteholder (hereunder or substitute any such pledgee or assignee for such Lender as a “Loan Pledgor”) shall have the right party hereto. Subject to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor acceptance and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice recording thereof by Loan Pledgor to the Administrative Agent that pursuant to Section 11.11.3, from and after the Pledge has been effected and the address for notice purposes of Loan Pledgeeeffective date specified in each Lender Assignment Agreement, the Administrative Agent agrees assignee thereunder shall be a party to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement and, to the extent of which the Administrative Agent has actual knowledge; providedinterest assigned by such Lender Assignment Agreement, however, that have the Administrative Agent shall have no liability for any failure to give written notice rights and obligations of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights Lender under this Agreement, shall be effective against Loan Pledgee without and the written consent of Loan Pledgeeassigning Lender thereunder shall, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms extent of this the interest assigned by such Lender Assignment Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under be released from its obligations to Loan Pledgee pursuant to under this Agreement (and, in the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account case of a Lender Assignment Agreement covering all of the Administrative Agentassigning Lender’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee Lender shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree cease to be bound a party hereto) but shall continue to be entitled to the benefits of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.9, 10.2, 11.3 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by the terms a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and provisions hereof (however it being understood that obligations in accordance with Section 11.11.2. Notwithstanding the foregoing shall not affect or anything to the contrary set forth herein, any of the rights assignment of any Noteholder hereunder). The rights of Loan Pledgee under this Advances or Commitments to a Purchasing Borrower Party shall also be subject to the requirements set forth in Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminated11.11.4.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note (A) rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute central bank; provided that no such pledge or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. (b) hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In addition, each Noteholder (a “Loan Pledgor”) shall have addition to the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth other assignment rights provided in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee11.2, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: each Lender may (i) grant to give Loan Pledgee written notice a Special Purpose Vehicle the option to make all or any part of any default Term Loan that such Term Lender would otherwise be required to make hereunder and the exercise of such option by Loan Pledgor under this Agreement any such Special Purpose Vehicle and the making of which Term Loans pursuant thereto shall satisfy (once and to the Administrative Agent has actual knowledge; extent that such Term Loans are made) the obligation of such Term Lender to make such Term Loans thereunder, provided, however, that nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Term Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the Administrative Agent making of Term Loans for which such Special Purpose Vehicle shall have no liability for any failure to give written notice of a Loan Pledgor default; exercised an option, and then only in accordance with the relevant option agreement), and (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgorassign, but Loan Pledgee shall not be obligated to cure as collateral or otherwise, any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Term Loans) to (y) any trustee for the benefit of the holders of such Lender’s Securities or any other holder of a Lender’s debt obligations or representative of such holder or (z) to any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above, in each case without notice to or consent of the Borrowers or the Administrative Agent; and provided, further, that no such assignment or grant shall be effective against Loan Pledgee without release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above. The parties hereto acknowledge and agree that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, it will not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (g) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). Any Issuer may, with, unless an Event of Default has occurred and is continuing, the prior written consent of Loan Pledgee, which the LC Borrower (such consent shall not to be unreasonably withheld; provided, however, the consent of Loan Pledgee shall withheld or delayed) at any time assign its rights and obligations hereunder to any other LC Lender that is not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant a Defaulting Lender by an instrument in form and substance satisfactory to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan PledgeeLC Borrower, the Administrative Agent shall remit Agent, such Issuer and such LC Lender. If any Issuer ceases to Loan Pledgee and not to Loan Pledgor be an LC Lender hereunder by virtue of any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time assignment made pursuant to this AgreementSection 11.2(h), any Loan Documentthen, or any other agreement among as of the Noteholders that relates effective date of such cessation, such Issuer’s obligations to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally Issue Letters of Credit pursuant to Section 2.4 shall terminate and absolutely releases the Administrative Agent from any liability such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminateddate.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto)The Purchaser may at any time, any Noteholder may (without notice to Administrative Agent to, or any other Noteholder and without payment of any fee) assign and requirement to seek the consent of, the Authority, pledge or grant a security interest in all or any portion of its Note rights under the Series 2020 D Bonds, this Agreement and the other Related Documents (Aincluding without limitation rights to payment under the Series 2020 D Bonds and this Agreement) to secure obligations of the Purchaser, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder Purchaser from any of its obligations hereunder. (b) In addition, each Noteholder (hereunder or substitute any such pledgee or assignee for the Purchaser as a “Loan Pledgor”) party hereto. Participations. The Authority acknowledges and agrees that the Purchaser shall have the right to pledge (grant participations in all or a “Pledge”) such Noteholderportion of the Purchaser’s Note to any Person that has extended a credit facility, including credit interest in the form of a repurchase agreement facilitySeries 2020 D Bonds, this Agreement and the other Related Documents to one or more other banking institutions, and such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirementsparticipants shall, except as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(bthe following clause (ii). Upon written notice by Loan Pledgor , be entitled to the Administrative Agent that the Pledge has been effected benefits of this Agreement and the address for notice purposes of Loan Pledgee, Related Documents to the Administrative Agent agrees same extent as if they were a direct party to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement of which the Administrative Agent has actual knowledgeAgreement; provided, however, that (i) no such participation by any such participant shall in any way affect the Administrative Agent shall have no liability for any failure to give written notice obligations of a Loan Pledgor default; the Purchaser hereunder and (ii) the Authority and the Trustee shall be required to allow Loan Pledgee deal only with the Purchaser, with respect to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights matters under this Agreement, the Series 2020 D Bonds and the other Related Documents and no such participant shall be effective entitled to enforce against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required Authority any provision hereunder. The Authority agrees to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant provide to the terms Purchaser, promptly upon request, a copy of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) the most recent financial information concerning the Authority in connection with any such participation or prospective participation. The Purchaser may disclose to any participants or prospective participants any information or other data or material in the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant Purchaser’s possession relating to this Agreement, any Loan Document, the Series 2020 D Bonds or any other agreement among Related Document, without the Noteholders that relates consent of or notice to the Loan or Loan PledgorAuthority. Each Noteholder hereby unconditionally The Authority further acknowledges and absolutely releases agrees that upon any such participation the Administrative Agent from any liability to such Noteholder on account participants will become owners of a pro rata portion of the Administrative Agent’s compliance with participated obligations and the Authority waives any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu right of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee setoff it may at any foreclosure or similar sale held by Loan Pledgee time have against the Purchaser or any transfer in lieu of such foreclosure), as participant with regard to the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided that such Loan Pledgee or such permitted transferee shall assume in writing the obligations of Loan Pledgor hereunder accruing from and after such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedparticipated obligations.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by or other central bank having jurisdiction over such Federal Reserve Bank, and Lender; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving A Commitment and Revolving A Loans pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facilityBank of America may, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon thirty days’ notice to give Loan Pledgee written the Company and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Company, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeCompany shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Company to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America as L/C Issuer or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such permitted transferee successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time US Bank assigns all of its Commitment and Loans pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facilityUS Bank may, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes of Loan Pledgee, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeBorrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Borrower to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of US Bank as L/C Issuer or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If US Bank resigns as L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed 47354535_7 Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If US Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such permitted transferee successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to US Bank to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after US Bank with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note(s), if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 176. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America or Citibank assigns all of its Commitment and Advances pursuant to subsection (b) In additionabove, each Noteholder (a “Loan Pledgor”i) shall have the right to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form Bank of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirementsAmerica or Citibank, as applicable, a “Loan Pledgee”)may, on the terms and conditions set forth in this Section 3.4(b). Upon written upon 30 days’ notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected Borrower and the address for Lenders, resign as an L/C Issuer and/or (ii) Bank of America may, upon 30 days’ notice purposes to the Borrower and the Lenders, resign as Swing Line Lender. In the event of Loan Pledgeeany such resignation, the Administrative Agent agrees Borrower shall be entitled to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement of which appoint from among the Administrative Agent has actual knowledgeLenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Borrower to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America or modification Citibank as an L/C Issuer or Bank of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure America as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Bank of America or Citibank resigns as an L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its 143361946_5 resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Advances or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor and acceptance of such permitted transferee appointment by the successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America or Citibank to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America or Citibank, as the case may be, with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto), Any Lender may at any Noteholder may (without notice to Administrative Agent time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any Federal Reserve Bank as collateral security pursuant pledge or assignment to Regulation A and any operating circular issued by such secure obligations to a Federal Reserve Bank, and ; provided that no such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. (b) In additionhereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 245. Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, each Noteholder (a “Loan Pledgor”) shall have the right if at any time Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”Section 10.06(b), on the terms and conditions set forth in this Section 3.4(b). Upon written notice by Loan Pledgor to the Administrative Agent that the Pledge has been effected and the address for notice purposes Bank of Loan PledgeeAmerica may, the Administrative Agent agrees to acknowledge receipt of such notice and thereafter agrees: (i) upon 30 days’ notice to give Loan Pledgee written the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any default by Loan Pledgor under this Agreement of which such resignation as L/C Issuer or Swing Line Lender, the Administrative Agent has actual knowledgeBorrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Administrative Agent shall have no liability for any failure Borrower to give written notice of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure appoint any such default; (iii) that no amendment successor shall affect the resignation of Bank of America as L/C Issuer or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms of this Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under its obligations to Loan Pledgee pursuant to the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account of the Administrative Agent’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure)Swing Line Lender, as the successor to Loan Pledgor’s case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, remedies powers, privileges and obligations under this Agreementduties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided that for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such Loan Pledgee resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such permitted transferee successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume in writing the obligations of Loan Pledgor hereunder accruing from and after Bank of America with respect to such transfer and agree to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any Letters of the rights of any Noteholder hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent in writing that its interest in the applicable Note and this Agreement has terminatedCredit.

Certain Pledges. (a) In addition Notwithstanding anything to the assignments and participations permitted under the foregoing provisions of this Article 3 (but without being subject thereto)contrary contained herein, any Noteholder Lender may (without notice to Administrative Agent at any time pledge or any other Noteholder and without payment of any fee) assign and pledge a security interest in all or any portion of its Note rights under this Agreement (Aincluding under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank as collateral security pursuant or, with the Lead Borrower’s consent (such consent not to Regulation A and be unreasonably withheld or delayed), to any operating circular issued by central governmental authority; provided that no such Federal Reserve Bank, and such Note shall be fully transferable as provided therein and/or (B) to the bondholders (as a collective whole) (pledge or their nominee, collateral agent or security trustee) under, or the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any substitute or successor legislation. No such assignment shall release the assigning Noteholder such Lender from any of its obligations hereunder. (b) In addition, each Noteholder (hereunder or substitute any such pledgee or assignee for such Lender as a “Loan Pledgor”) shall have the right party hereto. Subject to pledge (a “Pledge”) such Noteholder’s Note to any Person that has extended a credit facility, including credit in the form of a repurchase agreement facility, to such Loan Pledgor acceptance and who satisfies the requirements of a Qualified Transferee (such Person satisfying such requirements, as applicable, a “Loan Pledgee”), on the terms and conditions set forth in this Section 3.4(b). Upon written notice recording thereof by Loan Pledgor to the Administrative Agent that pursuant to Section 11.11.3, from and after the Pledge has been effected and the address for notice purposes of Loan Pledgeeeffective date specified in each Lender Assignment Agreement, the Administrative Agent agrees assignee thereunder shall be a party to acknowledge receipt of such notice and thereafter agrees: (i) to give Loan Pledgee written notice of any default by Loan Pledgor under this Agreement and, to the extent of which the Administrative Agent has actual knowledge; providedinterest assigned by such Lender Assignment Agreement, however, that have the Administrative Agent shall have no liability for any failure to give written notice rights and obligations of a Loan Pledgor default; (ii) to allow Loan Pledgee to cure such default within the same period afforded to Loan Pledgor, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement that adversely affects the rights or obligations of Loan Pledgor, and no waiver or termination of Loan Pledgor’s rights Lender under this Agreement, shall be effective against Loan Pledgee without and the written consent of Loan Pledgeeassigning Lender thereunder shall, which consent shall not be unreasonably withheld; provided, however, the consent of Loan Pledgee shall not be required to effect such modification, waiver or termination unless Loan Pledgor’s consent was required pursuant to the terms extent of this the interest assigned by such Lender Assignment Agreement; and (iv) that, upon written notice (a “Redirection Notice”) to the Administrative Agent by Loan Pledgee that Loan Pledgor is in default beyond applicable cure periods under be released from its obligations to Loan Pledgee pursuant to under this Agreement (and, in the applicable credit agreement between Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed by Loan Pledgor), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Administrative Agent shall remit to Loan Pledgee and not to Loan Pledgor any payments that the Administrative Agent would otherwise be obligated to pay to Loan Pledgor from time to time pursuant to this Agreement, any Loan Document, or any other agreement among the Noteholders that relates to the Loan or Loan Pledgor. Each Noteholder hereby unconditionally and absolutely releases the Administrative Agent from any liability to such Noteholder on account case of a Lender Assignment Agreement covering all of the Administrative Agentassigning Lender’s compliance with any Redirection Notice believed by the Administrative Agent to have been delivered by such Noteholder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against Loan Pledgor, and realize on all collateral granted by Loan Pledgor to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, and upon receipt of an Assignment Agreement signed by Loan Pledgee, the Administrative Agent shall recognize Loan Pledgee (and any transferee that is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), as the successor to Loan Pledgor’s rights, remedies and obligations under this Agreement, provided such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.9, 10.2, 11.3 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Loan Pledgee Lender of a participation in such rights and obligations in accordance with Section 11.11.2. Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of any Advances or Commitments to a Purchasing Borrower Party shall also be subject to the requirements set forth in Section 11.11.4. Notwithstanding the foregoing or anything to the contrary set forth herein, in connection with any assignment of any Advances or Commitments by a Non-Consenting Lender pursuant to the penultimate paragraph to Section 11.1, (i) the Lead Borrower shall provide a schedule of amounts of assigned interests and names of assignors and assignees to the Administrative Agent and the Administrative Agent shall be entitled to rely on such permitted transferee schedule, (ii) on the date of receipt of the purchase price for such assignment in accordance with the penultimate paragraph to Section 11.1 from the Non-Consenting Lender, the “Non-Consenting Lender Assignment Effective Date”), without any further action by any party (w) the parties to the assignment shall assume in writing be deemed to have executed a Lender Assignment Agreement and shall be deemed to have consented to the obligations terms thereof and, (x) such assignment will be effective as of Loan Pledgor hereunder accruing from the Non-Consenting Lender Assignment Effective Date and after such transfer (y) to the extent the applicable assignee is not an existing Lender hereunder, the applicable assignee shall become a Lender under this Agreement and agree shall be deemed to have agreed to be bound by the terms and provisions hereof (however it being understood that the foregoing shall not affect any of the rights of any Noteholder Credit Agreement as a Lender hereunder). The rights of Loan Pledgee under this Section shall remain effective unless and until Loan Pledgee shall have notified the Administrative Agent shall record such assignment in writing that its interest 143 the Register pursuant to Section 11.11.3 and the principal amount of the Advances held by the assignees after giving effect to such assignment will be as reflected in the applicable Note and this Agreement has terminatedRegister.