Common use of Concerning the Agent Clause in Contracts

Concerning the Agent. The provisions of Article 9 of the Credit Agreement, shall inure to the benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion. (b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither the Agent nor any Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender with respect to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby or any other matter whatsoever.

Concerning the Agent. (i) The Agent has been appointed as collateral agent pursuant to the Credit Agreement. By accepting the benefits of this Security Agreement and the other Collateral Documents, each 2037 ASC Debentures Holder hereby appoints Credit Suisse AG, Cayman Islands Branch, to serve as collateral agent for the 2037 ASC Debentures Holders under each of the Collateral Documents and any related intercreditor agreement, on the terms set forth herein and in the other Collateral Documents. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Security Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Secured Parties (and to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverSecured Party (and to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral (other than the Credit Agreement), Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and as collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and any liability of Agent hereunder for the negligence or misconduct of any such agents or attorneys-in-fact shall be limited as set forth in the Credit Agreement. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any such retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Security Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverCredit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to the Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the provisions contained in this Security Agreement shall control.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverCredit Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) In the event of a conflict between this Agreement and any other Security Document, this Agreement shall govern.

Concerning the Agent. The provisions 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of Article 9 those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent's reasonable belief could cause Agent or a Lending Fund to violate any applicable law. In the event of a change in the Credit Agreementsecurities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall inure notify the Company and such change shall be deemed to the benefit of the Agent in respect be a part of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgreement. (b) The 9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent's control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the existenceexercise of reasonable care, genuineness political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or value advances to a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of any a Collateral default or otherwise. All such loans or advances shall bear interest at the Treasury Rate until paid if permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to a Lending Fund for the payment of the Collateral Rebate Fees or other amounts due to a Borrower, or for the validitypayment of Substitute Payments, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither the Agent nor any Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender with respect to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Net Revenues or any other matter whatsoeveramounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by the Agent under this paragraph shall be in addition to Agent's other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the possibility that such damages may occur.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall inure not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by the Agent in good faith. Each Credit Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Credit Party that all rights and remedies hereunder may be exercised solely by the Agent for the benefit of the Agent Credit Parties in respect accordance with the terms of this Agreement Agreement. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall be binding upon the Pledgor thereupon succeed to and the Secured Parties. In furtherance and not in derogation of become vested with all the rights, powers, privileges and immunities duties of the retiring Agent therein set forth therein: (a) The under this Security Agreement, and the retiring Agent is acting solely in an administrative capacity andshall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Agent’s resignation, in the absence of provisions hereof shall inure to its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty benefit as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Security Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverCredit Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (a) The provisions of Article 9 7 of the Credit Agreement, Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon the Pledgor and parties to the Secured PartiesCredit Agreement in such respect, including without limitation the Subrogation Creditors (notwithstanding the fact that the Subrogation Creditors are not referred to in such Article 7). In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth thereinforth: (ai) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Collateral Agent is authorized to take all such action as is provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for hereinherein (including, without limitation, the timing and methods of realization upon the Collateral) the Collateral Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders Secured Parties or, in the absence of such instructions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interests therein purported to be granted by this AgreementSecurity Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct)hereunder. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the PledgorBorrower. (b) The Collateral Agent may resign at any time by giving notice thereof to the Banks and the Borrower. Neither Upon any such resignation, the Required Secured Parties shall have the right to appoint a successor Collateral Agent nor reasonably acceptable to the Borrower. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent gives notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any Lender has made or makes State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any representationretiring Collateral Agent's resignation hereunder as Collateral Agent, warranty, affirmation or statement hereunder or in connection herewith the provisions of this Section and Article 7 of the Credit Agreement shall inure to its benefit as to any other Lender with respect actions taken or omitted to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby or any other matter whatsoeverbe taken by it while it was Collateral Agent.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in- fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys -in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys -in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverCredit Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. KE 70621582.17 (iv) In the event of a conflict between this Agreement and any other Security Document, this Agreement shall govern.

Concerning the Agent. 19.1 Pledgor and Secured Party jointly and severally hereby unconditionally agree to indemnify the Agent (and its partners, employees and agents) and hold it harmless from and against any and all expenses (including reasonable attorneys’ fees and disbursements), damages, actions, suits or other charges incurred by or assessed against it in the performance of its duties hereunder, except as a result of its gross negligent or willful breach of its duties under this Pledge Agreement. The provisions agreement contained in this paragraph shall survive any termination of Article 9 of this Pledge Agreement or the Credit Agreement, shall inure to the benefit duties of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein:hereunder. (a) 19.2 The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, duties or fiduciary duty to any person responsibilities except the duties those expressly set forth herein, and no implied duties or obligations should be read into this Pledge Agreement against the Agent. The Agent is authorized may consult with counsel (who may be members or associates of Agent) and shall be fully protected with respect to take all such any action as is provided to be taken or omitted by it in good faith on advice of counsel and it shall have no liability hereunder, except for its gross negligent or willful breach of its duties hereunder. In the event that the Agent shall be uncertain as Agent hereunder to its duties or rights hereunder, or shall receive instructions from Pledgor or Secured Party, or both, with respect to the Pledged Securities, which, in its opinion, are in conflict with any of the provisions hereof or with each other, it shall be entitled to refrain from taking any action, and all other action incidental thereto. As in doing so shall not become liable in any way or to any matters not expressly provided person for hereinits failure or refusal to comply with such conflicting demands, the Agent may request satisfactory indemnity and instructions from the Secured Parties and it shall act or be entitled to continue so to refrain from acting in accordance with written instructions from the Required Lenders orand so refuse to act until it shall be directed otherwise, in writing, by Pledgor and Secured Party or by a final order of a court of competent jurisdiction which is not subject to appeal or stay, or it may commence an interpleader action in any court of competent jurisdiction to seek an adjudication of the absence rights of such instructions, in accordance with its discretionPledgor and Secured Party. (b) 19.3 The Agent may act in reliance upon any notice, instruction, certificate, statement, request, consent, confirmation, agreement or other instrument which it believes to be genuine and to have been signed by a proper person or persons. The Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it. 19.4 The Agent shall not be responsible for bound by any modification hereof, unless such modification is in writing and signed by Pledgor, Secured Party and the existenceAgent. 19.5 In the event that the Agent shall, genuineness or value of by written notice, request that Pledgor and Secured Party issue instructions jointly executed by them regarding any of the Collateral or for the validity, perfection, priority or enforceability of the security interests therein purported to be granted by matter arising in connection with this Pledge Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part and if such parties shall not, within fifteen (other than any 15) days after receiving such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as notice, deliver to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither Agent written instructions reasonably satisfactory to the Agent nor in relation to such matter, the Agent may retain counsel to advise it in such connection or act pro se , and the reasonable fees and disbursements of such counsel and any Lender has made other liability, loss or makes any representation, warranty, affirmation expense which it may thereafter suffer or statement hereunder or incur in connection herewith to any other Lender with respect to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or the performance or attempted performance in good faith of its duties hereunder shall be paid (or reimbursed to it) by Pledgor and Secured Party jointly. 19.6 In the event that the Agent shall become a party to any agreement litigation in connection with its functions as Agent pursuant to this Pledge Agreement, whether such litigation shall be brought by or instrument referred to herein or against it, the creation, perfection, protection, priority or foreclosure reasonable fees and disbursements of counsel of the security interest contemplated hereby Agent and the amounts attributable to services rendered by members or associates of the Agent at the then prevailing hourly rate charged by them and disbursements incurred by them, together with any other matter whatsoeverliability, loss or expense which it may suffer or incur in connection therewith, shall be paid (or reimbursed to it) by Pledgor and Secured Party jointly.

Concerning the Agent. The provisions 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of Article 9 those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent's reasonable belief could cause Agent or a Lending Fund to violate any applicable law. In the event of a change in the Credit Agreementsecurities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall inure notify the Company and such change shall be deemed to the benefit of the Agent in respect be a part of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgreement. (b) The 9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent's control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the existenceexercise of reasonable care, genuineness political disturbances, and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or value advances to a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of any a Collateral default or otherwise. All such loans or advances shall bear interest at the Treasury Rate until paid if permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to a Lending Fund for the payment of the Collateral Rebate Fees or other amounts due to a Borrower, or for the validitypayment of Substitute Payments, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither the Agent nor any Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender with respect to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Net Revenues or any other matter whatsoeveramounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by the Agent under this paragraph shall be in addition to Agent's other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the possibility that such damages may occur.

Concerning the Agent. The provisions of Article 9 of the Credit Agreement, shall inure to the benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is (i) shall not be obligated to take any legal or other action hereunder (other than pursuant to its obligation to perform the ordinary administrative services expressly provided herein) which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (ii) may rely on and shall be protected in acting solely or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in an administrative capacity anda separate written instruction), in instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the absence of its own gross negligence or intentional misconductproper person, and shall have no responsibility or duty of careto make inquiry as to or to determine the genuineness, duty of disclosureaccuracy or validity thereof (or any signature appearing thereon), or fiduciary duty of the authority of the person signing or presenting the same, and (iii) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any person except the duties expressly set forth herein. The Agent is authorized to take all such instance shall be full and complete authorization and protection in respect of any action as is provided to be taken taken, suffered or omitted by it as Agent hereunder in good faith and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence opinion or advice of such instructions, in accordance with its discretioncounsel. (b) The Agent shall not be responsible liable to anyone for any action taken or omitted to be taken by it hereunder except in the existence, genuineness or value of any case of the Collateral or for the validity, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting Agent's gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any misconduct in breach of the terms of this Agreement by the PledgorAgreement. Neither In no event shall the Agent nor be liable for indirect, punitive, special or consequential damage or loss whatsoever, even if the Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. (c) In the event that CDC fails to deposit or cause to be deposited the aggregate Certificate Purchase Price for the Class A Certificates with the Agent pursuant to Section 5, or otherwise fails to perform any Lender has made or makes of its obligations hereunder, the Agent shall have no obligation to pursue any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender legal remedies with respect thereto on behalf of the Class A Certificateholders; the pursuit of any such legal remedies shall be the sole responsibility of the Class A Certificateholders. (d) In the event that any holder of a Class A Certificate fails to instruct the applicable Clearing Agency to transfer the beneficial ownership interest in such Certificate pursuant to Section 6(a) or fails to surrender such Certificate to the CollateralCertificate Registrar pursuant to Section 6(b), as applicable, the issuers Agent shall have no obligation to pursue any legal remedies with respect thereto on behalf of CDC; the pursuit of any such legal remedies shall be the sole responsibility of CDC. (e) The Trustee (in its capacity as Trustee) shall not have any obligation whatsoever to pay the Certificate Purchase Price to the Class A Certificateholders or to cause the transfer of the Pledged Securities or their businesses or financial condition or Class A Certificates to the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby or any other matter whatsoeverTransferee.

Concerning the Agent. The provisions 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of Article 9 those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent’s reasonable belief could cause Agent or Lender to violate any applicable law. In the event of a change in the Credit Agreementsecurities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall inure notify Lender in writing thereof and such change shall be deemed to the benefit of the Agent in respect be a part of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgreement. (b) The 9.2 Agent shall not be responsible for the existencedelays or failures in performance caused by circumstances reasonably beyond Agent’s control, genuineness including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or value malfunctioning of any central banks, securities exchanges, or depositories, political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or advances to the Collateral Account or Lender in order to provide temporary liquidity or otherwise. All such advances shall bear interest at the Federal Funds Rate until paid. Agent may also advance funds to Lender for any other amounts due to a Borrower, or for the validitypayment of Substitute Payments, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither the Agent nor any Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender with respect to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby or any other matter whatsoeveramounts due from the Borrower to Lender hereunder. Any advance to Lender of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by Agent under this Section 9.3 shall be in addition to Agent’s other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for (i) defaults by subcustodians chosen by Agent in the exercise of reasonable care or (ii) special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the possibility that such damages may occur.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys -in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys -in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking KE 81221769.9 US-DOCS\127475406.10 action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverCredit Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) In the event of a conflict between this Agreement and any other Security Document, this Agreement shall govern.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys -in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agents or attorneys -in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverCredit Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) In the event of a conflict between this Agreement and any other Security Document, this Agreement shall govern.

Concerning the Agent. The provisions 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of Article 9 those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent’s reasonable belief could cause Agent or Lender to violate any applicable law. In the event of a change in the Credit Agreementsecurities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall inure notify Lender in writing thereof and such change shall be deemed to the benefit of the Agent in respect be a part of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgreement. (b) The 9.2 Agent shall not be responsible for the existencedelays or failures in performance caused by circumstances reasonably beyond Agent’s control, genuineness including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or value malfunctioning of any central banks, securities exchanges, or depositories, political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or advances to the Collateral Account or Lender in order to provide temporary liquidity or otherwise. All such advances shall bear interest at the Federal Funds Rate until paid. Agent may also advance funds to Lender for any other amounts due to a Borrower, or for the validitypayment of Substitute Payments, perfectionor any other amounts due from the Borrower to Lender hereunder. Any advance to Lender of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by Agent under this Section 9.3 shall be in addition to Agent’s other compensation under this Agreement. 9.4 In performing its duties hereunder, priority Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or enforceability intentional misconduct. In no event shall Agent be liable for (i) defaults by subcustodians chosen by Agent in the exercise of reasonable care or (ii) special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the security interests therein purported to possibility that such damages may occur. 9.5 In connection with the implementation of the Settlement Discipline Regime (SDR) under the Central Securities Depositories Regulation (CSDR), Lender acknowledges and agrees that: 9.5.1 Agent will be granted by this Agreement, whether impaired by operation of law or by reason responsible for the payment of any action or omission to act on its part (other than related cash penalty debits, and any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as related cash penalty credits will be due and payable to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither the Agent nor any Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender for its own account only with respect to the Collateralany applicable Loans of Securities; and 9.5.2 unless agreed otherwise with Xxxxxx in writing, the issuers of Agent has the Pledged Securities or their businesses or financial condition or discretion to pass on cash penalty credits and debits to the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby or any other matter whatsoeverLender where it considers it appropriate and prior notification is provided.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made or makes of the other Credit Parties shall have responsibility for taking any representation, warranty, affirmation or statement hereunder or in connection herewith necessary steps to preserve rights against any other Lender Person with respect to the any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, the issuers of the Pledged Securities statement, certificate, order or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement other document or any agreement telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument referred to herein of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or the creationinstrument of any type in respect of such collateral, perfectionAgent, protectionin its sole discretion, priority shall select which provision or foreclosure of the security interest contemplated hereby or any other matter whatsoeverprovisions shall control.

Concerning the Agent. The provisions Agent: A. Shall have no duties or obligations other than those set forth herein, including those described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied, nor shall Agent be obligated nor expected to perform those services described under “Non-Included Services” on Exhibit A; B. May rely on and shall be authorized and held harmless in respect of Article 9 of the Credit Agreementany action taken, shall inure suffered or omitted to the benefit of the be taken by Agent in respect connection with its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any certificate, instrument, opinion, notice, letter, affidavit, power of attorney, endorsement, consent, direction, telegram, telex, facsimile transmission, email, electronic transmission or other paper or document or security delivered to you and believed by you to be genuine and to have been signed or transmitted, executed and, where necessary, verified or acknowledged by the proper party or parties Document Number: 24120v5 C. may rely on and shall be binding authorized and protected in acting or failing to act upon the Pledgor and the Secured Parties. In furtherance and not in derogation any guaranty of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent signature by an “eligible guarantor institution” that is acting solely in an administrative capacity and, a member or participant in the absence of its own gross negligence Securities Transfer Agents Medallion Program or intentional misconduct, shall have no duty of care, duty of disclosureother comparable “signature guarantee program” or insurance program in addition to, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for hereinin substitution for, the Agent foregoing D. may request satisfactory indemnity rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Secured Parties Company with respect to any matter relating to its acting as Agent; E. may consult with counsel reasonably satisfactory to it (including counsel for the Company) and shall act be held harmless by the Company in relying on the advice or refrain from acting opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with written instructions from the Required Lenders or, in the absence such advice or opinion of such instructionscounsel; F. shall make the final determination as to whether or not a rights certificate received by Agent is duly, completely and correctly executed in order to qualify for the Rights Offering and Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in accordance with its discretion.determination; (b) The Agent G. Shall not be obligated to take any action hereunder which might, in its reasonable judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; H. shall not be required to perform any action if such action would cause Agent to violate any applicable law, regulation or court order; I. shall not be deemed to have any knowledge of any event which it was supposed to receive notice thereof hereunder, and Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; J. shall not have any liability for or be under any responsibility in respect of any breach by the Company of any covenant or condition contained in this Agreement; K. shall not assume any obligations or relationship of agency or trust with any stockholder; Document Number: 24120v5 L. shall not be liable or responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither the Agent nor any Lender has made or makes any representation, warranty, affirmation recital or statement hereunder or contained in connection herewith to any other Lender with respect to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Offering Document or any other matter whatsoeverdocuments relating thereto, unless such statement was provided or confirmed in writing by the Agent; and M. shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable regulation or law. No later than the first business day after the Mailing, the Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any legal proceedings related to the Company. This Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to Agent therefor, will be established in a mutual agreement between Agent and the Company, which will become a part of this Agreement.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of Article 9 of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to the its benefit of the Agent in respect of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty as to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided actions taken or omitted to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, under this Security Agreement while it was the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgent. (bii) The Agent shall not be responsible for deemed to have exercised reasonable care in the existence, genuineness or value of any custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or for the validityinterests, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither it being understood that neither the Agent nor any Lender has made of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender taking action with respect to the calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Agent or any other matter whatsoeverCredit Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. (iv) If any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. The provisions 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of Article 9 those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent’s reasonable belief could cause Agent or a Lending Fund to violate any applicable law. In the event of a change in the Credit Agreementsecurities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall inure notify the Company and such change shall be deemed to the benefit of the Agent in respect be a part of this Agreement and shall be binding upon the Pledgor and the Secured Parties. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth therein: (a) The Agent is acting solely in an administrative capacity and, in the absence of its own gross negligence or intentional misconduct, shall have no duty of care, duty of disclosure, or fiduciary duty to any person except the duties expressly set forth herein. The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request satisfactory indemnity and instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretionAgreement. (b) The 9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent’s control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the existenceexercise of reasonable care, genuineness political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or value advances to a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of any a Collateral default or otherwise. All such loans or advances shall bear interest at the Treasury Rate until paid if permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to a Lending Fund for the payment of the Collateral Rebate Fees or other amounts due to a Borrower, or for the validitypayment of Substitute Payments, perfection, priority or enforceability of the security interests therein purported to be granted by this Agreement, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor. Neither the Agent nor any Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any other Lender with respect to the Collateral, the issuers of the Pledged Securities or their businesses or financial condition or the execution, delivery, validity, enforceability, genuineness, observance, performance, or sufficiency of this Pledge Agreement or any agreement or instrument referred to herein or the creation, perfection, protection, priority or foreclosure of the security interest contemplated hereby Net Revenues or any other matter whatsoeveramounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by the Agent under this paragraph shall be in addition to Agent’s other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the possibility that such damages may occur.