Common use of Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms Clause in Contracts

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement and reasonably believed by the Custodian to be duly authorized and delivered. (b) If the Custodian receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent and the Customer each understands and agrees that the Custodian cannot determine the identity of the actual sender of such Written Instructions and that the Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent and the Customer shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent and the Customer each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent and the Customer each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent or the Customer elects (with the Custodian’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Secured Party shall have the right, by one or more written instruments executed and delivered to Securities Intermediary or Pledge Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to Securities Intermediary or Pledge Collateral Agent, or of exercising any power conferred on Securities Intermediary or Pledge Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve Securities Intermediary or Pledge Collateral Agent in personal liability and (ii) Securities Intermediary or Pledge Collateral Agent shall be indemnified to its satisfaction as provided herein. Subject to the terms below, the Custodian Securities Intermediary and Pledge Collateral Agent shall be entitled entitled, in the absence of bad faith, to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary or Pledge Collateral Agent, respectively, and reasonably believed by the Custodian it to be have been duly authorized and delivereddelivered by Secured Party. (b) In each case that Securities Intermediary or Pledge Collateral Agent may or is required hereunder to take any action, including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies, to release or sell Indemnification Collateral or Pledge Collateral or otherwise to act hereunder, the Securities Intermediary or Pledge Collateral Agent may seek direction from Secured Party. Securities Intermediary or Pledge Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction from Secured Party. Unless direction is otherwise expressly provided herein, if Securities Intermediary or Pledge Collateral Agent shall request direction from Secured Party with respect to any action, Securities Intermediary or Pledge Collateral Agent shall be entitled to refrain from such action unless and until such agent shall have received direction from Securities Intermediary or Pledge Collateral Agent, and the agent shall not incur liability to any Person by reason of so refraining. (c) If the Custodian Securities Intermediary or Pledge Collateral Agent receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent and the Customer each Secured Party understands and agrees that the Custodian cannot neither Securities Intermediary nor Pledge Collateral Agent can determine the identity of the actual sender of such Written Instructions and that Securities Intermediary or Pledge Collateral Agent, as the Custodian case may be, shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent and the Customer Secured Party shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and Pledge Collateral Agent and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (cd) The Agent and the Customer each Secured Party acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and Pledge Collateral Agent and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent and the Customer each Secured Party agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent or the Customer elects (with the Custodian’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written or Oral Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. Secured Party and Pledgor each agrees (i) to forward to Securities Intermediary Written Instructions confirming its Oral Instructions by the close of business of the same day that such Oral Instructions are given to Securities Intermediary and (ii) that the fact that such confirming Written Instructions are not received or that contrary Written Instructions are received by Securities Intermediary shall in no way affect the validity or enforceability of transactions authorized and effected by Securities Intermediary pursuant to its Oral Instructions. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, method or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent Secured Party and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent Secured Party or the Customer Pledgor elects to transmit Written Instructions through an on-line communication system offered by the CustodianSecurities Intermediary, its use thereof shall be subject to the Electronic Access Terms and Conditions attached hereto as Exhibit C. Appendix I, which is made a part of this Agreement with respect to the matters set forth therein. If the Agent Secured Party or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian The Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to actually received by the Custodian in accordance with this Agreement Securities Intermediary from the Pledgor or the Secured Party Representative and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party Representative and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party Representative and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent Secured Party Representative and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party Representative and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent Secured Party Representative or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms belowof this Control Agreement, the Custodian Financial Institution shall be entitled to rely upon any Written Instructions written instructions actually received by the Financial Institution from Obligor or the Secured Party from an officer or other authorized person listed on the Incumbency Certificate delivered by the Obligor or the Secured Party, as the case may be, and as updated by written notice to the Custodian in accordance with this Agreement and reasonably believed Financial Institution by such Obligor or such Secured Party from time to time. If Financial Institution receives written instructions from the Custodian to be duly authorized and delivered. (b) If Obligor or the Custodian receives Written Instructions Secured Party which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Obligor and the Customer Secured Party each understands and agrees that the Custodian Financial Institution cannot determine the identity of the actual sender of such Written Instructions written instructions and that the Custodian Financial Institution shall conclusively presume that such Written Instructions written instructions have been sent by an Authorized Personduly authorized. The Agent Obligor and the Customer Secured Party shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions authorized instructions are transmitted to the Custodian Financial Institution and that all of its Authorized Persons shall treat any applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) . The Agent Obligor and the Customer Secured Party each acknowledges and agrees that it is each has been fully informed of the protections and risks associated with the various methods of transmitting Written Instructions written instructions to the Custodian Financial Institution and that there may be more secure methods of transmitting Written Instructions written instructions than the method(s) selected by itthem. The Agent Obligor and the Customer Secured Party each agrees that the security procedures (if any) to be followed in connection with its the transmission of Written Instructions written instructions provide to it each of them a commercially reasonable degree of protection in light of its each party’s particular needs and circumstances. (d) . If the Agent Obligor or the Customer Secured Party elects to transmit Written Instructions written instructions through an on-line communication system offered by Financial Institution, the Custodian, its use thereof shall be subject to the Terms Financial Institution’s standard terms and Conditions attached hereto as Exhibit C. conditions applicable to such system. If the Agent Obligor or the Customer Secured Party elects (with the CustodianFinancial Institution’s prior consent) to transmit Written Instructions written instructions through an on-line communications service owned or operated by a third party, it agrees they each agree that the Custodian Financial Institution shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. Secured Party shall have the right, by one or more written instruments executed and delivered to Securities Intermediary or Pledge Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to Securities Intermediary or Pledge Collateral Agent, or of exercising any power conferred on Securities Intermediary or Pledge Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (ai) such direction shall not conflict with the provisions of any law or of this Agreement or involve Securities Intermediary or Pledge Collateral Agent in personal liability and (ii) Securities Intermediary or Pledge Collateral Agent shall be indemnified to its satisfaction as provided herein. Subject to the terms below, the Custodian Securities Intermediary and Pledge Collateral Agent shall be entitled entitled, in the absence of bad faith, to rely upon any Written or Oral Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary or Pledge Collateral Agent, respectively, and reasonably believed by the Custodian it to be have been duly authorized and delivered. (b) If delivered by Secured Party. Secured Party agrees to forward to Securities Intermediary or Pledge Collateral Agent, as the Custodian receives case may be, Written Instructions which appear on their face confirming its Oral Instructions by the close of business of the same day that such Oral Instructions are given to have been transmitted via (i) computer facsimileSecurities Intermediary or Pledge Collateral Agent, emailas the case may be, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent and the Customer each understands and agrees fact that the Custodian cannot determine the identity of the actual sender of such confirming Written Instructions are not received shall in no way affect the validity or enforceability of transactions authorized and that effected by Securities Intermediary or Pledge Collateral Agent, as the Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent and the Customer shall be responsible for ensuring that only case may be, pursuant to its Authorized Persons transmit such Written Instructions to the Custodian and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme careOral Instructions. (c) The Agent and the Customer each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent and the Customer each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent or the Customer elects (with the Custodian’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent Secured Party and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent Secured Party or the Customer Pledgor elects to transmit Written Instructions through an on-line communication system offered by the CustodianSecurities Intermediary, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. Appendix II. If the Agent Secured Party or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written or Oral Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. Secured Party and Pledgor each agrees (i) to forward to Securities Intermediary Written Instructions confirming its Oral Instructions by the close of business of the same day that such Oral Instructions are given to Securities Intermediary, and (ii) the fact that such confirming Written Instructions are not received or that contrary Written Instructions are received by Securities Intermediary shall in no way affect the validity or enforceability of transactions authorized and effected by Securities Intermediary pursuant to its Oral Instructions. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent and the Customer each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent and the Customer each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent or the Customer elects (with the Custodian’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivereddelivered by Secured Party. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission transmission, in respect of each of (i) and (ii), containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent and the Customer Secured Party shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent and the Customer each Secured Party acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent Secured Party or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written or Oral Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. Secured Party and Pledgor each agrees (i) to forward to Securities Intermediary Written Instructions confirming its Oral Instructions by the close of business of the same day that such Oral Instructions are given to Securities Intermediary, and (ii) the fact that such confirming Written Instructions are not received or that contrary Written Instructions are received by Securities Intermediary shall in no way affect the validity or enforceability of transactions authorized and effected by Securities Intermediary pursuant to its Oral Instructions. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent Secured Party and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent Secured Party or the Customer Pledgor elects to transmit Written Instructions through an on-line communication system offered by the CustodianSecurities Intermediary, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. Appendix I. If the Agent Secured Party or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement and reasonably believed by the Custodian to be duly authorized and delivered. (ba) If the Custodian receives Written Instructions which appear on their face to have been transmitted by the Customer and/or the Security Trustee via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Security Trustee and the Customer each understands and agrees that the Custodian cannot determine the identity of the actual sender of such Written Instructions and that the Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Security Trustee and the Customer shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (cb) The Agent Security Trustee and the Customer each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Security Trustee and the Customer each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (dc) If the Agent Security Trustee or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent Security Trustee or the Customer elects (with the Custodian’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary from an Authorized Person and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered; provided however, in no event shall Securities Intermediary be entitled to rely upon any Written Instructions received from Pledgor after the receipt by Securities Intermediary of a Notice of Exclusive Control from The Administrative Agent. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to be genuine and to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Administrative Agent and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Administrative Agent and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Administrative Agent and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Administrative Agent and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Administrative Agent or the Customer Pledgor elects to transmit Written Instructions through an on-line communication system offered by the CustodianSecurities Intermediary, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. Appendix I. If the Administrative Agent or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimileElectronic Means, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent Secured Party and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent Secured Party or the Customer Pledgor elects to transmit Written Instructions through an on-line communication system offered by the CustodianSecurities Intermediary, its use thereof shall be subject to the Electronic Access Terms and Conditions attached hereto as Exhibit C. Appendix I, which is made a part of this Agreement with respect to the matters set forth therein. If the Agent Secured Party or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement written, oral, or electronic notice or communication actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted by Authorized Persons via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. Securities Intermediary may assume that any Authorized Person designated in a Certificate of Authorized Persons continue to be authorized to provide instructions pursuant to this Agreement until Securities Intermediary receives written notice from Secured Party or Pledgor, respectively, to the contrary advising Securities Intermediary of any changes to the Authorized Persons. Secured Party and Pledgor shall also be solely responsible for ensuring that any Written Instructions identify the specific Account that applies to any deposit or withdrawal instructions, entitlement orders, instructions directing the transfer or disposition of the Collateral and any other instructions under this Agreement. Securities Intermediary shall not be responsible for, and this Agreement shall not impose any duty or obligation on the part of the Securities Intermediary, to determine or verify which Account applies to any Written Instructions or the source or destination of funds or Collateral; it being understood and agreed that the Securities Intermediary may rely on any Written Instructions without any duty of inquiry. (c) The Agent Secured Party and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent or the Customer elects to transmit Written Instructions through an on-line communication system offered by the Custodian, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. If the Agent or the Customer elects (with the Custodian’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivereddelivered by Secured Party and/or Pledgor, as applicable. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimileElectronic Means, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent Secured Party and the Customer Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent Secured Party and the Customer Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent Secured Party or the Customer Pledgor elects to transmit Written Instructions through an on-line communication system offered by the CustodianSecurities Intermediary, its use thereof shall be subject to the Electronic Access Terms and Conditions attached hereto as Exhibit C. Appendix I, which is made a part of this Agreement with respect to the matters set forth therein. If the Agent Secured Party or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, the Custodian Securities Intermediary shall be entitled to rely upon any Written Instructions delivered to the Custodian in accordance with this Agreement actually received by Securities Intermediary and reasonably believed by the Custodian Securities Intermediary to be duly authorized and delivered. (b) If the Custodian Securities Intermediary receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Agent Secured Party and the Customer Pledgor each understands and agrees that the Custodian Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that the Custodian Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. The Agent and the Customer Secured Party shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to the Custodian Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) The Agent and the Customer each Secured Party acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Custodian Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. The Agent Secured Party and the Customer Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If the Agent or the Customer Secured Party elects to transmit Written Instructions through an on-line communication system offered by the CustodianSecurities Intermediary, its use thereof shall be subject to the Terms and Conditions attached hereto as Exhibit C. Appendix I. If the Agent Secured Party or the Customer Pledgor elects (with the CustodianSecurities Intermediary’s prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that the Custodian Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.