Common use of Concerning the Agent Clause in Contracts

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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured 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 collateral agent pursuant to the Credit Agreement. By accepting the benefits provisions 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 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 right hereunder to make demands, to give notices, to exercise performance or refrain from exercising observance of any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with terms of this Security Agreement and by the Credit AgreementPledgor. 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither Neither the Agent nor any of the Lender has made or makes any representation, warranty, affirmation or statement hereunder or in connection herewith to any 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 taking action Lender with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities the Collateral, whether the issuers of the Pledged Securities or not their businesses or financial condition or the Agent 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 Secured 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 Collateralmatter whatsoever. (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 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 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-factfact 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 Credit Parties in accordance with the terms of this 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured Credit 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)collateral, 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 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 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 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured Credit 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 In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral (other than the Credit Agreement), Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. (i) The 9.1 Agent has been appointed as collateral agent pursuant 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 Credit Agreementauthority of those laws. By accepting 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 benefits event 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 a change in the other Collateral Documents. The actions of the Agent hereunder are subject securities lending program required in order to the provisions of the Credit Agreement. The comply with a change in applicable laws, rules, regulations or exemptions, Agent shall have notify the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, Company 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent change shall be deemed to have exercised reasonable care be a part of this Agreement. 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 custody exercise of reasonable care, political disturbances, acts of terrorism and preservation 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 a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Collateral in its possession Treasury Rate until paid if such Collateral is accorded treatment substantially equivalent permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to that which a Lending Fund for the Agentpayment of Rebate Fees or other amounts due to a Borrower, in its individual capacityor for the payment of Substitute Payments, accords its own property consisting Net Revenues or any other amounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of similar instruments or interests, it being understood that neither amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Agent nor any of the other Secured Parties (Borrower and may be reversed to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or final payment is not received. Any interest received by the Agent or any under this paragraph shall be in addition to Agent's other Secured 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 Collateralcompensation under this Agreement. (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 9.4 In performing its duties hereunder, upon advice Agent shall be held to the standard of counsel selected care exercised by it. (iv) If any item of Collateral also constitutes collateral granted to banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent under any other deed of trustbe liable for special, mortgage, security agreement, pledge indirect or instrument consequential damages of any typekind, in even though Agent may have been previously informed of the event of any conflict between the provisions hereof and the provisions of possibility that 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 controldamages may occur.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and 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 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 any liability of Agent hereunder for the negligence or misconduct of any such agents or attorneys-in-factfact 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured Credit 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 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 (other than collateral, the Credit Agreement), Agent, provisions contained in its sole discretion, shall select which provision or provisions 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. 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 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-in- fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneysattorneys -in-infact 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured Credit 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.. KE 70621582.17 (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 In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral (other than the Credit Agreement), Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. 19.1 Pledgor and Secured Party jointly and severally hereby unconditionally agree to indemnify the Agent (iand its partners, employees and agents) The Agent has been appointed 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 collateral agent pursuant to the Credit a result of its gross negligent or willful breach of its duties under this Pledge Agreement. By accepting the benefits The agreement contained in this paragraph shall survive any termination of this Security Pledge Agreement and or 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 duties of the Agent hereunder are subject to the provisions of the Credit Agreement. hereunder. 19.2 The Agent shall have the right hereunder to make demands, to give notices, to exercise no duties or refrain from exercising any rightsresponsibilities except those expressly set forth herein, and to take no implied duties or refrain from taking action (including, without limitation, obligations should be read into this Pledge Agreement against the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit AgreementAgent. The Agent may employ agents consult with counsel (who may be members or associates of Agent) and attorneys-in-fact shall be fully protected with respect to any action taken or omitted by it in connection herewith 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 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 in doing so shall not become liable in any way or to any person for its failure or refusal to comply with such conflicting demands, and it shall be entitled to continue so to refrain from acting and 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 rights of Pledgor and Secured Party. 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 liable for the negligence or misconduct of bound by any modification hereof, unless such agents or attorneys-in-fact. The Agent may resign modification is in writing and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent signed by a successor AgentPledgor, that successor Agent shall thereupon succeed to Secured Party 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in 19.5 In the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to event that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Secured Parties (and to the extent applicable pursuant to Section 10.1shall, the 2037 ASC Debentures Holders) shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured 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 by written notice, statementrequest that Pledgor and Secured Party issue instructions jointly executed by them regarding any matter arising in connection with this Pledge Agreement, certificateand if such parties shall not, order within fifteen (15) days after receiving such notice, deliver to the Agent written instructions reasonably satisfactory to the Agent 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 other document liability, loss or expense which it may thereafter suffer or incur in connection with 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 telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, litigation in connection with respect to all matters pertaining its functions as Agent pursuant to this Security Agreement Pledge Agreement, whether such litigation shall be brought by or against it, the reasonable fees and its duties hereunder, upon advice disbursements of counsel selected of the Agent and the amounts attributable to services rendered by it. (iv) If any item members or associates of Collateral also constitutes collateral granted to the Agent under at the then prevailing hourly rate charged by them and disbursements incurred by them, together with any other deed of trustliability, mortgage, security agreement, pledge loss or instrument of any type, expense which it may suffer or incur 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 discretionconnection therewith, shall select which provision be paid (or provisions shall controlreimbursed to it) by Pledgor and Secured Party jointly.

Concerning the Agent. (i) The 9.1 Agent has been appointed as collateral agent pursuant 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 Credit Agreementauthority of those laws. By accepting 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 benefits event 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 a change in the other Collateral Documents. The actions of the Agent hereunder are subject securities lending program required in order to the provisions of the Credit Agreement. The comply with a change in applicable laws, rules, regulations or exemptions, Agent shall have notify the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, Company 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent change shall be deemed to have exercised reasonable care be a part of this Agreement. 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 custody exercise of reasonable care, political disturbances, and preservation 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 a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Collateral in its possession Treasury Rate until paid if such Collateral is accorded treatment substantially equivalent permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to that which a Lending Fund for the Agentpayment of Rebate Fees or other amounts due to a Borrower, in its individual capacityor for the payment of Substitute Payments, accords its own property consisting Net Revenues or any other amounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of similar instruments or interests, it being understood that neither amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Agent nor any of the other Secured Parties (Borrower and may be reversed to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or final payment is not received. Any interest received by the Agent or any under this paragraph shall be in addition to Agent's other Secured 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 Collateralcompensation under this Agreement. (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 9.4 In performing its duties hereunder, upon advice Agent shall be held to the standard of counsel selected care exercised by it. (iv) If any item of Collateral also constitutes collateral granted to banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent under any other deed of trustbe liable for special, mortgage, security agreement, pledge indirect or instrument consequential damages of any typekind, in even though Agent may have been previously informed of the event of any conflict between the provisions hereof and the provisions of possibility that 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 controldamages may occur.

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 Agent: A. Shall have no duties or obligations 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 than those set forth herein and in the other Collateral Documents. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demandsherein, to give notices, to exercise or refrain from exercising any rightsincluding 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 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 attorneysperform those services described under “Non-in-fact in connection herewith Included Services” on Exhibit A; B. May rely on and shall not be liable for the negligence or misconduct authorized and held harmless in respect 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 Agentaction taken, 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 its benefit as to any actions taken suffered or omitted to be taken by Agent in 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 authorized and protected in acting or failing to act upon any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing D. may rely on and shall be held harmless by the Company in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Agent; E. may consult with counsel reasonably satisfactory to it under this Security Agreement while (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it was hereunder in good faith and in accordance with such advice or opinion of such counsel; F. shall make the Agent. (ii) 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 determination; 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 exercised reasonable care 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 custody and preservation Company of the Collateral any covenant or condition contained in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, 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 any recital or statement contained in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent Offering Document or any other Secured Party (and documents 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 extent Offering, including without limitation obligations under applicable pursuant to Section 10.1regulation or law. No later than the first business day after the Mailing, the 2037 ASC Debentures Holders) has or Company will provide Agent with a final list of talking points for dealing with anticipated questions from holders of Common Stock. It is deemed to have knowledge understood and agreed that Agent will not provide tax advice, will not interpret tax regulations, will not opine regarding the merits of such matters or (ii) taking the Rights Offering, and will not provide any necessary steps to preserve rights against any Person with respect comments related to any Collateral. (iii) The Agent shall be entitled legal proceedings related to rely upon the Company. This Agreement does not contemplate any written notice, statement, certificate, order or other document or any telephone message believed by it service to be genuine 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 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 remuneration to Agent under any other deed of trusttherefor, mortgage, security agreement, pledge or instrument of any type, will be established in the event of any conflict a mutual agreement between the provisions hereof Agent and the provisions Company, which will become a part of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral (other than the Credit this 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 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 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 attorneysattorneys -in-infact 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured Credit 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 In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral (other than the Credit Agreement), Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. (a) The Agent (i) The Agent has been appointed as collateral agent shall not be obligated to take any legal or other action hereunder (other than pursuant to its obligation to perform 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, ordinary administrative services expressly provided herein) which might in its judgment involve or cause it to serve as collateral agent for the 2037 ASC Debentures Holders under each of the Collateral Documents and incur 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 the Credit Agreement. The Agent expense or liability unless it shall have the right hereunder to make demandsbeen furnished with acceptable indemnification, to give notices(ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, to exercise or refrain from exercising any rights, and to take or refrain from taking action instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), 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 release proper person, and shall have no responsibility or substitution duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the Collateral)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 instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with this Security Agreement and the Credit Agreement. opinion or advice of such counsel. (b) The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable to anyone 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 its benefit as to any actions action taken or omitted to be taken by it under this Security Agreement while it was hereunder except in the case of the Agent's gross negligence or willful misconduct in breach of the terms of this Agreement. In no event shall the Agent 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. (iic) The Agent shall In the event that CDC fails to deposit or cause to be deemed to have exercised reasonable care in deposited the custody and preservation of aggregate Certificate Purchase Price for 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 interests, it being understood that neither Class A Certificates with the Agent nor any of the other Secured Parties (and to the extent applicable pursuant to Section 10.15, or otherwise fails to perform any of its obligations hereunder, the 2037 ASC Debentures Holders) Agent shall have responsibility for, without limitation (i) ascertaining or taking action no obligation to pursue any 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 calls, conversions, exchanges, maturities, tenders or other matters relating instruct the applicable Clearing Agency to any Securities Collateral, whether or not transfer the Agent or any other Secured Party (and to the extent applicable beneficial ownership interest in such Certificate pursuant to Section 10.16(a) or fails to surrender such Certificate to the Certificate Registrar pursuant to Section 6(b), as applicable, the 2037 ASC Debentures Holders) has or is deemed Agent shall have no obligation to have knowledge of such matters or (ii) taking pursue any necessary steps to preserve rights against any Person legal remedies with respect to thereto on behalf of CDC; the pursuit of any Collateralsuch legal remedies shall be the sole responsibility of CDC. (iiie) 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. Trustee (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, capacity as Trustee) shall select which provision not have any obligation whatsoever to pay the Certificate Purchase Price to the Class A Certificateholders or provisions shall controlto cause the transfer of the Class A Certificates to the Transferee.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured Credit 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)collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.

Concerning the Agent. (i) The 9.1 Agent has been appointed as collateral agent pursuant 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 Credit Agreementauthority of those laws. By accepting 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 benefits event 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 a change in the other Collateral Documents. The actions of the Agent hereunder are subject securities lending program required in order to the provisions of the Credit Agreement. The comply with a change in applicable laws, rules, regulations or exemptions, Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, notify Lender in writing thereof 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent change shall be deemed to have exercised reasonable care be a part of this Agreement. 9.2 Agent shall not be responsible for delays or failures in the custody performance caused by circumstances reasonably beyond Agent’s control, including but not limited to fires, storms, earthquakes and preservation other similar occurrences, power outages, work stoppages, closure or malfunctioning of 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 its possession if order to provide temporary liquidity or otherwise. All such Collateral is accorded treatment substantially equivalent advances shall bear interest at the Federal Funds Rate until paid. Agent may also advance funds to that which Lender for any other amounts due to a Borrower, or for the Agentpayment of Substitute Payments, in its individual capacity, accords its own property consisting or any other amounts due from the Borrower to Lender hereunder. Any advance to Lender of similar instruments or interests, it being understood that neither amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Agent nor any of the other Secured Parties (Borrower and may be reversed to the extent applicable pursuant final payment is not received. Any interest received by Agent under this Section 9.3 shall be in addition to Section 10.1Agent’s other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the 2037 ASC Debentures Holders) standard of care exercised by banks generally in performing similar duties and shall have responsibility for, without limitation be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not defaults by subcustodians chosen by Agent in the Agent or any other Secured Party (and to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) has or is deemed to have knowledge exercise of such matters reasonable care or (ii) taking special, indirect or consequential damages of any necessary steps to preserve rights against any Person with respect to any Collateral. (iii) The kind, even though 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 may have been signed, sent or made by previously informed of the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by itpossibility that such damages may occur. (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 9.1 Agent has been appointed as collateral agent pursuant 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 Credit Agreementauthority of those laws. By accepting 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 benefits event 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 a change in the other Collateral Documents. The actions of the Agent hereunder are subject securities lending program required in order to the provisions of the Credit Agreement. The comply with a change in applicable laws, rules, regulations or exemptions, Agent shall have notify the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, Company 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent change shall be deemed to have exercised reasonable care be a part of this Agreement. 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 custody exercise of reasonable care, political disturbances, acts of terrorism and preservation 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 a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Collateral in its possession Treasury Rate until paid if such Collateral is accorded treatment substantially equivalent permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to that which a Lending Fund for the Agentpayment of Rebate Fees or other amounts due to a Borrower, in its individual capacityor for the payment of Substitute Payments, accords its own property consisting Net Revenues or any other amounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of similar instruments or interests, it being understood that neither amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Agent nor any of the other Secured Parties (Borrower and may be reversed to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or final payment is not received. Any interest received by the Agent or any under this paragraph shall be in addition to Agent’s other Secured 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 Collateralcompensation under this Agreement. (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 9.4 In performing its duties hereunder, upon advice Agent shall be held to the standard of counsel selected care exercised by it. (iv) If any item of Collateral also constitutes collateral granted to banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent under any other deed of trustbe liable for special, mortgage, security agreement, pledge indirect or instrument consequential damages of any typekind, in even though Agent may have been previously informed of the event of any conflict between the provisions hereof and the provisions of possibility that 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 controldamages may occur.

Concerning the Agent. (a) The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon the parties to the Credit 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: (i) The Collateral Agent has been appointed is authorized to take all such action as collateral agent pursuant is provided to the Credit Agreement. By accepting the benefits of this Security Agreement and the other be taken by it as 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 and all other action reasonably incidental thereto. As to the provisions 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 matters not expressly provided for herein (including, without limitation, the release or substitution timing and methods of realization upon the Collateral)) the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Secured Parties or, in the absence of such instructions, in accordance with this Security Agreement and the Credit Agreement. its discretion. (ii) The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable responsible for the negligence existence, genuineness or misconduct value of any such agents of the Collateral or attorneys-in-factfor the validity, perfection, priority or enforceability of the Security 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 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 Borrower. (b) The Collateral Agent may resign at any time by giving notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Secured Parties shall have the right to appoint a successor Collateral Agent may 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 appointed in a commercial bank organized or licensed under the manner provided in laws of the Credit AgreementUnited States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any its appointment as the Agent by a successor Collateral Agent, that such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent under this Security AgreementCollateral Agent, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Security Agreementhereunder. After any retiring Collateral Agent’s resignation's resignation hereunder as Collateral Agent, the provisions hereof of this Section and Article 7 of the Credit Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Collateral Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured 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 9.1 Agent has been appointed as collateral agent pursuant 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 Credit Agreementauthority of those laws. By accepting 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 benefits event 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 a change in the other Collateral Documents. The actions of the Agent hereunder are subject securities lending program required in order to the provisions of the Credit Agreement. The comply with a change in applicable laws, rules, regulations or exemptions, Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, notify Lender in writing thereof 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent change shall be deemed to have exercised reasonable care be a part of this Agreement. 9.2 Agent shall not be responsible for delays or failures in the custody performance caused by circumstances reasonably beyond Agent’s control, including but not limited to fires, storms, earthquakes and preservation other similar occurrences, power outages, work stoppages, closure or malfunctioning of 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 its possession if order to provide temporary liquidity or otherwise. All such Collateral is accorded treatment substantially equivalent advances shall bear interest at the Federal Funds Rate until paid. Agent may also advance funds to that which Lender for any other amounts due to a Borrower, or for the Agentpayment of Substitute Payments, in its individual capacity, accords its own property consisting or any other amounts due from the Borrower to Lender hereunder. Any advance to Lender of similar instruments or interests, it being understood that neither amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Agent nor any of the other Secured Parties (Borrower and may be reversed to the extent applicable pursuant final payment is not received. Any interest received by Agent under this Section 9.3 shall be in addition to Section 10.1Agent’s other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the 2037 ASC Debentures Holders) standard of care exercised by banks generally in performing similar duties and shall have responsibility for, without limitation be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not defaults by subcustodians chosen by Agent in the Agent or any other Secured Party (and to the extent applicable pursuant to Section 10.1, the 2037 ASC Debentures Holders) has or is deemed to have knowledge exercise of such matters reasonable care or (ii) taking special, indirect or consequential damages of any necessary steps kind, even though Agent may have been previously informed of the 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 responsible for the payment of any related cash penalty debits, and any related cash penalty credits will be due and payable to preserve rights against any Person the Agent for its own account only with respect to any Collateralapplicable Loans of Securities; and 9.5.2 unless agreed otherwise with Xxxxxx in writing, the Agent has the discretion to pass on cash penalty credits and debits to the Lender where it considers it appropriate and prior notification is provided. (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 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 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 attorneysattorneys -in-infact 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking KE 81221769.9 US-DOCS\127475406.10 action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured Credit 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 In the event of any a conflict between the provisions hereof this Agreement and the provisions of such any other deed of trustSecurity Document, mortgage, security agreement, pledge or instrument of any type in respect of such collateral (other than the Credit Agreement), Agent, in its sole discretion, this Agreement shall select which provision or provisions shall controlgovern.

Concerning the Agent. (i) The Agent has been appointed as administrative agent and 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 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 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 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 its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Agent. (ii) The Agent shall be deemed to have exercised reasonable care in the 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 interests, it being understood that neither the Agent nor any of the other Secured Credit 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 taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Secured 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) for 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)collateral, Agent, in its sole discretion, shall select which provision or provisions shall control.